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BNED

Barnes & Noble Education, Inc.

September 25, 2026 • Author: Phil Ratcliff • BNED
Item Proposal Vote
1 To elect six (6) directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal.
1a William C. Martin ✗ Against
1b Emily S. Hoffman ✓ For
1c Sean Vijay Madnani ✓ For
1d Eric B. Singer ✗ Against
1e Kathryn ("Kate") Eberle Walker ✓ For
1f Denise Warren ✓ For
2 To approve an amendment to the Company's Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan. ✓ For
3 To vote on an advisory (non-binding) basis to approve executive compensation for named executive officers. ✗ Against
4 To ratify the appointment of BDO USA, P.C. as the independent registered public accountants for the Company's fiscal year ending May 1, 2027. ✓ For
5 To approve the adjournment of the 2026 annual meeting of stockholders (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. ✓ For
Attachments
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Barnes__Noble_Education_Inc_Annual_Report_09152026.pdf 2.1 MB
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Barnes__Noble_Education_Inc_Proxy_Statement_09152026.pdf 0.4 MB
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