Barnes & Noble Education approves stock plan expansion

A total of 30,001,302 shares were represented in person or by proxy, against 34,664,980 shares outstanding and entitled to vote as of July 30, 2026.

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. (BNED) stockholders elected the Board’s six nominees as directors at the September 24, 2026 annual meeting: William C. Martin, Emily S. Hoffman, Sean Vijay Madnani, Eric B. Singer, Kathryn (“Kate”) Eberle Walker and Denise Warren. Stockholders approved an amendment to the equity incentive plan to increase shares available for issuance, approved named executive officer compensation on an advisory, non-binding basis, and ratified BDO USA, P.C. as independent registered public accountants for the fiscal year ending May 1, 2027.

The equity-plan proposal received 27,469,308 votes for and 153,402 against. The adjournment proposal received 29,033,450 votes for, 961,079 against and 6,773 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 30,001,302 shares Shares outstanding and entitled to vote: 34,664,980 shares Votes for equity-plan amendment: 27,469,308 votes +3 more

6 metrics

Shares represented 30,001,302 shares Represented in person or by proxy at the Annual Meeting

Shares outstanding and entitled to vote 34,664,980 shares As of July 30, 2026, the record date

Votes for equity-plan amendment 27,469,308 votes Proposal to increase shares available for issuance under the equity incentive plan

Votes against equity-plan amendment 153,402 votes Proposal to increase shares available for issuance under the equity incentive plan

Votes for executive compensation 26,124,656 votes Advisory vote on named executive officer compensation

Votes for auditor ratification 29,956,961 votes Ratification of BDO USA, P.C. for the fiscal year ending May 1, 2027

Key Terms

Broker Non-Votes, record date, non-binding vote, votes cast

4 terms

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

record date regulatory

"July 30, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

non-binding vote regulatory

"Advisory (non-binding) Vote on Executive Compensation"

A non-binding vote is an advisory vote where shareholders or stakeholders express their opinion on a proposal without creating a legal obligation for the board or management to follow the result. It matters to investors because the outcome acts like a public opinion poll—informing market participants about shareholder sentiment and often influencing future corporate decisions, governance changes, or investor confidence even though it does not force action.

votes cast regulatory

"majority of the votes cast on the proposal"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BNED shareholders approve at the 2026 annual meeting?

They approved an amendment to the equity incentive plan increasing shares available for issuance, approved named executive officer compensation on a non-binding advisory basis, and ratified BDO USA, P.C. as independent registered public accountants for the fiscal year ending May 1, 2027.

How many shares were represented at BNED’s 2026 annual meeting?

30,001,302 shares were represented in person or by proxy, out of 34,664,980 shares outstanding and entitled to vote as of July 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 08:40 AM Accepted by SEC EDGAR 09/29/2026 - 05:55 PM Learn about SEC filing dates

false000163411700016341172026-09-242026-09-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2026

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-37499

46-0599018

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

180 Park Avenue, Suite 301, Florham Park, NJ

07932

(Address of principal executive offices)

(Zip Code)

(908) 991-2665

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

BNED

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the “Company”) was held on September 24, 2026. At the Annual Meeting, 30,001,302 shares of Common Stock were represented in person or by proxy out of the 34,664,980 shares of Common Stock outstanding and entitled to vote as of July 30, 2026, the record date for the Annual Meeting. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

1.Election of Directors. The Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote:

Name									Votes For									Votes Against									Abstentions									Broker Non-Votes
William C. Martin									27,580,495									46,080									1,310									2,373,417
Emily S. Hoffman									26,248,906									1,377,851									1,128									2,373,417
Sean Vijay Madnani									27,559,537									67,019									1,329									2,373,417
Eric B. Singer									25,556,526									2,070,031									1,328									2,373,417
Kathryn (“Kate”) Eberle Walker									27,597,955									28,784									1,146									2,373,417
Denise Warren									27,302,899									323,845									1,141									2,373,417

2.Vote to Approve an Amendment to the Company’s Amended and Restated Equity Incentive Plan to increase the number of shares of Common Stock available for issuance under the Plan. The Company’s stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
27,469,308						153,402						5,175						2,373,417

3.Advisory (non-binding) Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, compensation of the Company’s named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
26,124,656						545,148						958,081						2,373,417

4.Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants for the Company’s fiscal year ending May 1, 2027. The Company’s stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
29,956,961						41,204						3,137						0

5.Vote to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the other proposals. The results of voting on the proposal are set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
29,033,450						961,079						6,773						0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 30, 2026

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Christopher Neumann         

Name:     Christopher Neumann

Title:     General Counsel & Corporate Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB