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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.
Warren Denise reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education, Inc. director Denise Warren received a grant of 23,867 shares of Common Stock in the form of restricted stock units as compensation. The RSUs vest on the earlier of one year from grant or the company’s next annual stockholder meeting. After this award, Warren directly holds 44,415 shares. She has elected to defer settlement and receipt of the vested shares until a date specified in her deferral election, meaning she will not receive the underlying stock until that chosen time.
Singer Eric reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education director Eric Singer reported receiving a grant of 23,867 shares of common stock as a restricted stock award. These shares will vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders.
Following the grant, Singer holds 156,738 shares directly and 11,208,746 shares indirectly through Toro 18 Holdings LLC and related entities, reflecting a significant equity position associated with his role in a Section 13(d) group that collectively owns over 10% of the company’s common stock.
HOFFMAN EMILY reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education, Inc. director Emily Hoffman received a grant of 23,867 shares of common stock as a stock award, with no cash paid per share. These are restricted shares that will vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders.
After this grant, Hoffman directly holds a total of 51,738 shares of common stock. She is also part of a Section 13(d) group that collectively owns more than 10% of the company’s common stock, though she disclaims beneficial ownership of shares held by other group members except for any pecuniary interest.
WALKER KATHRYN EBERLE reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education, Inc. director Kathryn Eberle Walker received a grant of 23,867 restricted stock units (RSUs) of Common Stock on March 11, 2026. Each RSU represents the right to receive one share of the company’s common stock.
The RSUs vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders. Following this award, Walker directly holds 44,415 shares of Barnes & Noble Education common stock.
Madnani Sean V reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education, Inc. director Sean V. Madnani received a grant of 23,867 restricted stock units (RSUs), each representing one share of common stock.
The RSUs vest on the earlier of one year from grant or the next annual stockholders meeting, and settlement has been deferred. Following this award, he holds 51,738 shares directly.
MARTIN WILLIAM C reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education director William C. Martin reported receiving a grant of 23,867 shares of common stock at no cost. These are restricted shares that will vest on the earlier of one year from the grant date or the company’s next annual stockholder meeting. Following this award, he holds 169,738 shares directly, with additional indirect holdings through a wholly owned LLC, IRA accounts, UGMA accounts for his minor children, and 11,208,746 shares reported as indirectly owned through Toro 18 Holdings LLC, where he may be deemed a beneficial owner.
Barnes & Noble Education reported higher revenue and a return to year-to-date profitability while continuing to invest in its campus-focused model. For the 13 weeks ended January 31, 2026, sales rose to $515.1 million from $462.8 million, with net income of $6.7 million versus $17.9 million a year earlier.
For the 39-week period, sales increased to $1.45 billion from $1.33 billion and net income improved to $13.4 million from a loss of $42.8 million, helped by lower interest expense after mid-2024 balance sheet restructuring. Operating cash flow was still negative at $(30.8) million, though markedly better than $(138.0) million in the prior year.
The company’s BNC First Day® affordable access programs continued to scale, with quarterly sales of $293.6 million, up 32.1%, and year-to-date sales of $702.0 million, up 30.2%. Total debt under the revolving credit facility was $138.4 million, stockholders’ equity was $290.0 million, and 34.3 million common shares were outstanding as of early March 2026. Prior-period financial restatements tied to cost of digital sales and lease accounting are now fully reflected, and interim results incorporate those corrections.