(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 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the "Company")
was held on October 22, 2020. At the Annual Meeting, 42,833,149 shares of Common Stock were represented in person or by proxy out of the 48,633,117 shares of Common Stock outstanding and entitled to vote as of August 25, 2020, 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
Emily C. Chiu
26,946,271
3,921,415
13,537
11,951,926
Daniel A. DeMatteo
23,594,518
5,450,827
1,835,878
11,951,926
David G. Golden
23,440,503
5,604,957
1,835,763
11,951,926
Michael
P. Huseby
26,874,120
3,992,608
14,495
11,951,926
Zachary D. Levenick
27,408,960
1,635,495
1,836,768
11,951,926
Lowell W. Robinson
30,671,794
194,636
14,793
11,951,926
John
R. Ryan
26,358,189
4,508,145
14,889
11,951,926
Jerry Sue Thornton
23,630,253
5,415,645
1,835,325
11,951,926
David A. Wilson
23,681,861
5,363,482
1,835,880
11,951,926
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
25,162,764
5,640,718
77,740
11,951,927
3. Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending May
1, 2021. 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
42,493,833
268,237
71,079
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.
