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Barnes & Noble Education, Inc.

NYSE:BNED
Annual Meeting

of Shareholders

MEETING DATE

09/24/2026
DEF 14A FILED
08/12/2026
PUBLISHED
08/12/2026 8:29 pm
TIME TO PUBLISH
08/14/2026
METHODOLOGY
approve
EXCHANGE NYSE:BNED· CUSIP 06777U200 · CLASS Common Stock · CIK 0001634117

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

4
FOR
1
AGAINST
0
WITHHOLD
5
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Election of six directors
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board unanimously recommends voting for each nominee for director.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Approval of 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
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The amendment increases shares authorized for issuance under the Plan by 500,000.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Advisory vote to approve executive compensation for named executive officers
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Over 90% of stockholder votes cast supported executive compensation in the March 2026 say-on-pay vote.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants for the Company’s fiscal year ending May 1, 2027
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee appointed BDO as the independent registered public accounting firm for fiscal 2027.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Authorization to adjourn the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Approval could allow adjournment to solicit changed votes even if proxies were sufficient to defeat other proposals.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

a63c853557b36dd1f51a1907af58599e615c722b6c6fd00b0e61d572a69da37a

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