(Address of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code:
i(908)i991-2665
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:
i□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i□ 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 Class
Trading Symbol
Name of Exchange on which registered
iCommon
Stock, $0.01 par value per share
iBNED
iNew 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 i□
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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the "Company") was held on September 22, 2022. At the Annual Meeting, 44,237,729 shares of Common Stock were represented in person or by proxy out of the 52,347,979 shares of Common Stock outstanding
and entitled to vote as of July 26, 2022, 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 Withheld
Broker Non-Votes
Emily C. Chiu
28,604,452
3,604,775
12,028,502
Mario R. Dell'Aera, Jr.
28,940,447
3,268,780
12,028,502
Daniel A. DeMatteo
28,050,947
4,158,280
12,028,502
Kathryn
Eberle Walker
28,946,690
3,262,537
12,028,502
David G. Golden
27,887,741
4,321,486
12,028,502
Michael P. Huseby
28,856,187
3,353,040
12,028,502
John
R. Ryan
27,631,883
4,577,344
12,028,502
Rory D. Wallace
29,294,383
2,914,844
12,028,502
Denise Warren
28,941,419
3,267,808
12,028,502
2.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
21,241,408
10,858,189
109,630
12,028,502
3.Advisory (non-binding) Vote on the frequency of holding a vote on executive compensation for 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:
1
year
2 year
3 year
Abstentions
Broker Non-Votes
30,053,288
7,182
2,074,422
74,335
12,028,502
4.Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the
Company for the Fiscal Year Ending April 29, 2023. 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
43,973,285
124,875
139,569
—
As
reported above, the Company’s stockholders expressed a preference of “1 Year” for the frequency with which advisory votes on named executive officer compensation should be held. The Board considered the outcome of this advisory vote and, in accordance with its recommendation set forth in the proxy statement pertaining to the Annual Meeting and consistent with the stated preference of the majority of the Company’s stockholders, the Board has determined that future advisory stockholder votes on executive compensation will be conducted on an annual basis, until the next advisory vote on frequency is held. The next advisory vote regarding the frequency of the vote on executive compensation is required to occur no later than the
Company’s 2028 Annual Meeting of Stockholders.
Signatures
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.
