BNED Barnes & Noble Education

Filed: 23 Sep 21, 4:48pm


Washington, D.C. 20549


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

Date of Report (Date of earliest event reported): September 23, 2021
(Exact name of registrant as specified in its charter)
Delaware 1-3749946-0599018
(State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification No.)
120 Mountainview Blvd., Basking Ridge, NJ 07920
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(908) 991-2665
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 ClassTrading SymbolName of Exchange on which registered
Common Stock, $0.01 par value per shareBNEDNew 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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the "Company") was held on September 23, 2021. At the Annual Meeting, 48,064,567 shares of Common Stock were represented in person or by proxy out of the 51,587,330 shares of Common Stock outstanding and entitled to vote as of July 27, 2021, 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:

NameVotes ForVotes WithheldBroker Non-Votes
Emily C. Chiu34,773,400 3,001,339 10,289,828 
Daniel A. DeMatteo35,174,845 2,599,894 10,289,828 
David G. Golden35,169,185 2,605,554 10,289,828 
Michael P. Huseby35,095,948 2,678,791 10,289,828 
Zachary D. Levenick35,306,079 2,468,660 10,289,828 
Lowell W. Robinson35,340,369 2,434,370 10,289,828 
John R. Ryan34,713,728 3,061,011 10,289,828 
Jerry Sue Thornton34,772,836 3,001,903 10,289,828 

2.Approval of the Company's Amended and Restated Equity Incentive Plan. The Company's stockholders approved the amendment to increase the number of shares authorized to be issued under the plan by the following vote:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
33,881,616 3,835,871 57,252 10,289,828 

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 ForVotes AgainstAbstentionsBroker Non-Votes
36,830,958 805,545 138,236 10,289,828 

4.Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 30, 2022. 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 ForVotes AgainstAbstentionsBroker Non-Votes
47,962,609 16,794 85,164 — 

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 23, 2021By: /s/ Michael C. Miller
Name:Michael C. Miller
Title:Chief Legal Officer and Executive Vice President, Corporate Affairs