Shareholders back board and pay at Barnes & Noble Education (BNED)

Rhea-AI Filing Summary

Barnes & Noble Education reported the results of its 2025 Annual Meeting of Stockholders held on March 10, 2026. A total of 29,352,793 shares were represented out of 34,294,569 shares outstanding and entitled to vote as of February 2, 2026, indicating strong participation.

All six director nominees were elected, each receiving over 25 million votes in favor. Stockholders also approved, on an advisory basis, the compensation of named executive officers and ratified BDO USA, P.C. as independent auditors for the fiscal year ending May 2, 2026.

In addition, stockholders approved a proposal authorizing potential adjournment of the Annual Meeting to solicit additional proxies if needed, although the disclosed results indicate sufficient support for the proposals presented.

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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): March 10, 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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the “Company”) was held on March 10, 2026. At the Annual Meeting, 29,352,793 shares of Common Stock were represented in person or by proxy out of the 34,294,569 shares of Common Stock outstanding and entitled to vote as of February 2, 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									25,784,011									512,559									2,255									3,053,968
Emily S. Hoffman									25,644,823									651,740									2,262									3,053,968
Sean Vijay Madnani									26,154,468									142,105									2,252									3,053,968
Eric B. Singer									25,163,411									1,133,156									2,258									3,053,968
Kathryn (“Kate”) Eberle Walker									26,165,176									131,711									1,938									3,053,968
Denise Warren									26,164,764									131,766									2,295									3,053,968

2.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
			24,912,629						435,536						950,660						3,053,968

3.Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants for the Company’s fiscal year ending May 2, 2026. 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
			29,165,975						179,733						7,085						0

4.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
			28,641,502						704,494						6,797						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: March 16, 2026

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Christopher Neumann         

Name:      Christopher Neumann

Title:      General Counsel & Corporate Secretary

FAQ

What was the quorum at Barnes & Noble Education (BNED)'s 2025 Annual Meeting?

A quorum was achieved with 29,352,793 shares represented out of 34,294,569 shares outstanding and entitled to vote. This high participation level allowed all listed proposals to be validly considered and voted upon at the March 10, 2026 Annual Meeting.

Were Barnes & Noble Education (BNED) director nominees elected at the 2025 Annual Meeting?

Yes, all six Board nominees were elected as directors. Each candidate, including William C. Martin and Denise Warren, received more than 25 million votes in favor, with relatively low votes against and modest broker non-votes reported in the final tallies.

How did Barnes & Noble Education (BNED) shareholders vote on executive compensation?

Shareholders approved executive compensation on an advisory basis. The proposal received 24,912,629 votes for, 435,536 votes against, and 950,660 abstentions, with 3,053,968 broker non-votes, indicating majority support for the company’s named executive officer pay program.

Did Barnes & Noble Education (BNED) shareholders ratify BDO USA, P.C. as auditor?

Yes, shareholders ratified BDO USA, P.C. as independent registered public accountants for the fiscal year ending May 2, 2026. The proposal received 29,165,975 votes for, 179,733 votes against, and 7,085 abstentions, with no broker non-votes reported.

What was the result of the adjournment proposal at BNED's 2025 Annual Meeting?

Shareholders approved the adjournment proposal, which would allow the meeting to be postponed if more proxies were needed. It received 28,641,502 votes for, 704,494 against, and 6,797 abstentions, although the reported results show sufficient support for the other proposals.

When was the record date for Barnes & Noble Education (BNED)'s 2025 Annual Meeting?

The record date for determining shareholders entitled to vote at the 2025 Annual Meeting was February 2, 2026. As of that date, 34,294,569 shares of common stock were outstanding and eligible to be counted toward quorum and voting totals.

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