UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2021
| BARNES & NOBLE EDUCATION, INC. | |||||||||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||||||||
| Delaware | 1-37499 | 46-0599018 | |||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| 120 Mountainview Blvd., Basking Ridge, NJ 07920 | |||||||||||||||||
| (Address of principal executive offices)(Zip Code) | |||||||||||||||||
| Registrant’s telephone number, including area code: | (908) 991-2665 | ||||||||||||||||
| 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:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ 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 | ||||||||||||
| Common Stock, $0.01 par value per share | BNED | New 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 □
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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the "Company") was held on September 23, 2021. At the Annual Meeting, 48,064,567 shares of Common Stock were represented in person or by proxy out of the 51,587,330 shares of Common Stock outstanding and entitled to vote as of July 27, 2021, 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 | 34,773,400 | 3,001,339 | 10,289,828 | ||||||||
| Daniel A. DeMatteo | 35,174,845 | 2,599,894 | 10,289,828 | ||||||||
| David G. Golden | 35,169,185 | 2,605,554 | 10,289,828 | ||||||||
| Michael P. Huseby | 35,095,948 | 2,678,791 | 10,289,828 | ||||||||
| Zachary D. Levenick | 35,306,079 | 2,468,660 | 10,289,828 | ||||||||
| Lowell W. Robinson | 35,340,369 | 2,434,370 | 10,289,828 | ||||||||
| John R. Ryan | 34,713,728 | 3,061,011 | 10,289,828 | ||||||||
| Jerry Sue Thornton | 34,772,836 | 3,001,903 | 10,289,828 | ||||||||
2.Approval of the Company's Amended and Restated Equity Incentive Plan. The Company's stockholders approved the amendment to increase the number of shares authorized to be issued under the plan by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 33,881,616 | 3,835,871 | 57,252 | 10,289,828 | ||||||||
3.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 | ||||||||
| 36,830,958 | 805,545 | 138,236 | 10,289,828 | ||||||||
4.Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 30, 2022. 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 | ||||||||
| 47,962,609 | 16,794 | 85,164 | — | ||||||||
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.
| BARNES & NOBLE EDUCATION, INC. | ||||||||||||||
| Date: September 23, 2021 | By: | /s/ Michael C. Miller | ||||||||||||
| Name: | Michael C. Miller | |||||||||||||
| Title: | Chief Legal Officer and Executive Vice President, Corporate Affairs | |||||||||||||