Barnes & Noble Education Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This advisory (non-binding) proposal asks stockholders to approve the Company’s disclosed executive compensation for named executive officers (NEOs). Management seeks shareholder approval to demonstrate support for the Compensation Committee’s pay-for-performance philosophy, which emphasizes a mix of performance-based cash incentives and long-term equity awards tied to company and market performance metrics. In Fiscal 2025 the Compensation Committee awarded PSUs with service and market-based vesting conditions and retained discretion over discretionary cash bonuses given the Company’s financial condition, illustrating a hybrid approach between fixed pay, annual incentives, and performance-vested long-term awards. The Company frames this proposal as a validation of alignment between executive pay and stockholder interests, citing program features such as clawback policies, equity vesting schedules, and prohibition on hedging or repricing without stockholder approval. Management’s recommendation to vote FOR is grounded in its view that the program appropriately balances retention needs, competitive market practices, and incentives for long-term value creation while mitigating excessive risk through multiple safeguards. Key context includes the Company’s fiscal 2025 financial restructuring, equity financings, refinanced credit facility and leadership transitions, which influenced compensation design and discretionary awards; investors should weigh whether short-term discretionary payments and the size/structure of PSU grants are consistent with realized performance. The advisory nature of the vote means approval does not bind the Board, but a significant opposition signal could prompt engagement and changes to compensation design. Analysts should consider recent governance events (restatement and clawback analysis), the Compensation Committee’s suspension and reversal of PSU certification for Covered Officers, and the Company’s explanations of pay-for-performance alignment when assessing the merits of this proposal. Overall, the proposal functions as a governance checkpoint on whether the implemented compensation framework is consistent with stockholder expectations and company performance.

3. 3

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 2, 2026.

4. 4

   Authorization to Adjourn the Annual Meeting

   ManagementBoard: FOR

   Authorize holders of any proxy solicited by the Board to vote to adjourn the Annual Meeting to a later time or place, if necessary, to allow for solicitation of additional proxies to approve other proposals.

   More detail

   This proposal asks shareholders to grant the Board (and proxy holders) authority to adjourn the Annual Meeting to a later date or place to allow additional solicitation of proxies when there are not sufficient votes to approve other proposals. Management frames this as a procedural safeguard that preserves the Board’s ability to solicit additional support without having to reconvene a separate special meeting; it is not a substantive change to governance or corporate authority. Approval would give the Board discretion to postpone voting on other matters temporarily and continue outreach to shareholders, which could allow management to obtain approval on contested items by persuading previously opposing voters or capturing additional votes. The proposal can be material in situations where margins are close or where broker non-votes may otherwise block approval thresholds; the filing notes that adjournments of 30 days or less do not require further notice so long as the time and place are announced at the meeting. Opponents may view adjournment authority as a tool that could be used to delay shareholder decisions or to undermine timely accountability, and thus shareholders should consider the board’s stated reasons and historical responsiveness to shareholder concerns when voting. The Board’s unanimous recommendation to vote FOR signals that it views the authority as a routine and prudent procedural mechanism rather than a power it expects to use lightly. From a governance perspective the vote is often routine and typically passes, but in contested situations it can affect the eventual outcome by enabling extended solicitation. Analysts should weigh the company’s recent governance context (e.g., restatement, related PSU suspensions) when considering whether granting additional time for outreach is likely to be used constructively or defensively.

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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 Tuesday, March 10, 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 Monday, February 2, 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 4 proposals at the Barnes & Noble Education Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.