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.