Barnes & Noble Education Reports Shareholder Vote & Bylaw Changes

Ticker: BNED · Form: 8-K · Filed: Sep 20, 2024 · CIK: 1634117

Sentiment: neutral

Topics: corporate-governance, shareholder-vote, bylaws

Related Tickers: BNED

TL;DR

BNED held a shareholder vote on Sept 18th, filed 8-K on Sept 20th. Bylaws might have changed.

AI Summary

Barnes & Noble Education, Inc. filed an 8-K on September 20, 2024, reporting on matters submitted to a vote of security holders on September 18, 2024. The filing also covers amendments to its articles of incorporation or bylaws and changes to its fiscal year. Specific details of the shareholder vote and any amendments were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate governance activities, including shareholder decisions and potential changes to the company's foundational documents, which could impact future operations and shareholder rights.

Risk Assessment

Risk Level: low — The filing is procedural, reporting on a shareholder vote and potential bylaw amendments, without immediate financial implications or significant operational changes disclosed.

Key Players & Entities

FAQ

What specific matters were submitted to a vote of Barnes & Noble Education's security holders on September 18, 2024?

The provided excerpt does not specify the exact matters voted upon by security holders on September 18, 2024, only that such a vote occurred and was reported in the 8-K.

Were there any amendments to Barnes & Noble Education's articles of incorporation or bylaws?

The filing indicates that amendments to articles of incorporation or bylaws were among the items reported, but the specific nature or content of these amendments is not detailed in the excerpt.

Did Barnes & Noble Education change its fiscal year?

The filing lists 'Change in Fiscal Year' as an item of information, suggesting this was a topic covered, but the excerpt does not confirm if a change was made or what the new fiscal year end might be.

What is the principal executive office address for Barnes & Noble Education?

The principal executive offices of Barnes & Noble Education are located at 120 Mountainview Blvd., Basking Ridge, NJ 07920.

When was this 8-K filing submitted to the SEC?

This 8-K filing was submitted to the SEC on September 20, 2024.

Filing Stats: 954 words · 4 min read · ~3 pages · Grade level 10.8 · Accepted 2024-09-20 08:00:38

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. On September 18, 2024, the stockholders of Barnes & Noble Education, Inc. (the "Company") approved an amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our common stock, par value $0.01 per share, from 10,000,000,000 shares to 200,000,000 shares. A copy of the Amended and Restated Certificate of Incorporation of the Company is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Barnes & Noble Education, Inc. (the "Company") was held on September 18, 2024. At the Annual Meeting, 24,471,500 shares of Common Stock were represented in person or by proxy out of the 26,208,036 shares of Common Stock outstanding and entitled to vote as of August 6, 2024, 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 William C. Martin 20,883,164 55,186 1,093,046 2,440,104 Emily S. Hoffman 20,887,033 51,320 1,093,043 2,440,104 Sean Vijay Madnani 20,897,980 40,503 1,092,913 2,440,104 Elias N. Nader 20,883,686 54,260 1,093,450 2,440,104 Eric B. Singer 20,396,620 1,605,042 29,734 2,440,104 Kathryn Eberle Walker 21,802,917 198,769 29,710 2,440,104 Denise Warren 21,820,206 181,564 29,626 2,440,104 2. Vote to approve the Company's Amended and Restated Equity Incentive Plan to, among other things, increase the number of shares authorized to be issued under the Plan. The results of voting on the proposal are set forth below: Votes For Votes Against Abstentions Broker Non-Votes 20,738,568 1,261,805 31,023 2,440,104 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 20,918,065 1,080,661 32,670 2,440,104 4. Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants

Signatures

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 20, 2024 By: /s/ Michael C. Miller Name: Michael C. Miller Title: Executive Vice President, Corporate Development & Affairs and Chief Legal Officer

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