Barnes & Noble Education Inc

1. 1

   Election of Six Directors

   ManagementBoard: FOR

   Elect Emily S. Hoffman, Sean Vijay Madnani, William C. Martin, Eric B. Singer, Kathryn (Kate) Eberle Walker, and Denise Warren to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Approval of Amendment to Amended and Restated Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment increasing the Plan Share Limitation by 500,000 shares, from 2,179,093 to 2,679,093 shares, while leaving other material Plan terms unchanged.

   More detail

   The proposal asks stockholders to approve a 500,000-share increase in the Company’s Amended and Restated Equity Incentive Plan reserve. If approved, the total Plan Share Limitation would rise from 2,179,093 to 2,679,093 shares, with approximately 648,214 shares available after the amendment based on the stated July 15, 2026 balance. The amendment does not alter other material Plan terms or outstanding awards. Management says the additional reserve is necessary to provide competitive equity compensation, attract and retain employees, and support execution of the Company’s strategy. The Company also emphasizes that equity awards align employees’ and directors’ interests with stockholders while conserving cash. The Compensation Committee considered remaining shares, historical and projected grant practices, and potential dilution in determining the requested amount. It expects the additional reserve to support approximately two to three years of grants under current practices. The Plan includes shareholder-protective provisions such as no repricing without approval, no evergreen increase, limits on awards, clawback provisions, and restrictions on dividends for unvested or unearned awards. Eligible participants include employees, executive officers, nonemployee directors, consultants, and advisors, and future awards remain discretionary. The Board unanimously recommends voting FOR the amendment because it views the reserve increase as important to maintaining the Company’s compensation and talent strategy.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the compensation overview, tables, and narrative discussion.

   More detail

   The proposal requests a non-binding stockholder vote approving the overall compensation paid to the Company’s named executive officers. It covers the compensation disclosures required under Item 402 of Regulation S-K, including the compensation overview, tables, and related narrative. The vote is not directed at any single salary, bonus, equity award, or severance provision. Management describes the program as emphasizing pay for performance, competitive compensation, and alignment with business objectives and long-term strategy. A significant portion of executive compensation is tied to Company performance through annual incentives and equity awards whose value depends on the stock price. Fiscal 2026 results included higher sales, a return to profitability, increased adjusted EBITDA, growth in First Day programs, and reduced net debt, although the annual incentive plan was not attained in light of the financial restatement. The Compensation Committee nevertheless approved discretionary bonuses for the CEO and General Counsel based on Fiscal 2026 performance and other considerations. The Company highlights performance-based PSU awards, clawback protections, hedging restrictions, limited perquisites, and the absence of tax gross-ups or supplemental executive retirement benefits. The prior say-on-pay vote received more than 90% of votes cast in favor, which the Committee viewed as support for its practices. The Board unanimously recommends FOR approval, while acknowledging that the advisory result will not legally bind the Company, Board, or Compensation Committee.

4. 4

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 1, 2027.

5. 5

   Authorization to Adjourn the Annual Meeting

   ManagementBoard: FOR

   Authorize the holders of proxies solicited by the Board to adjourn, postpone, or continue the Annual Meeting to a later time and place if necessary or appropriate to solicit additional proxies for the other proposals.

   More detail

   The proposal asks stockholders to authorize the proxy holders to adjourn, postpone, or continue the Annual Meeting if additional time is needed to obtain votes on the other proposals. The authority would be available when there are insufficient votes to approve those matters at the time of the meeting. Management says an adjournment would permit further solicitation of proxies, including from stockholders who previously voted against another proposal. The provision could therefore delay a final vote even when the existing proxies appear sufficient to defeat one or more proposals. If the adjournment is announced at the meeting and lasts no more than 30 days, the Company states that no separate notice would be required so long as no new record date is fixed. The adjourned meeting could transact any business that could have been conducted at the original meeting. The proposal is procedural rather than substantive, but it gives management additional flexibility in contested or close voting situations. Abstentions have the same effect as votes against this proposal, while broker non-votes have no positive or negative effect. The Board unanimously recommends FOR the authorization because it believes the ability to solicit additional proxies may help secure approval of the other agenda items. The Company expressly notes that the authority could be used to seek changed votes even after receiving proxies sufficient to defeat another proposal.

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When is the Barnes & Noble Education Inc 2026 annual meeting?

Barnes & Noble Education Inc (BNED) holds its 2026 annual shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Barnes & Noble Education Inc 2026 meeting?

The record date for the Barnes & Noble Education Inc 2026 meeting is Thursday, July 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Barnes & Noble Education Inc's 2026 meeting?

The board is presenting 6 director nominees at the Barnes & Noble Education Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Barnes & Noble Education Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Barnes & Noble Education Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.