Barnes & Noble Education Files 2024 Proxy Statement
Ticker: BNED · Form: DEF 14A · Filed: Aug 12, 2024 · CIK: 1634117
Sentiment: neutral
Topics: proxy-statement, governance
Related Tickers: BNED
TL;DR
BNED proxy statement is out for the Sept 18 meeting. Vote your shares!
AI Summary
Barnes & Noble Education, Inc. filed a definitive proxy statement (DEF 14A) on August 12, 2024, for its annual meeting on September 18, 2024. The filing details information for shareholders regarding the company's governance and voting matters.
Why It Matters
This filing provides shareholders with crucial information to make informed voting decisions on company matters at the upcoming annual meeting.
Risk Assessment
Risk Level: low — This is a routine proxy filing, providing information to shareholders rather than announcing new material events.
Key Players & Entities
- Barnes & Noble Education, Inc. (company) — Registrant
- 0001140361-24-036858 (filing_id) — Accession Number
- 20240812 (date) — Filing Date
- 20240918 (date) — Meeting Date
FAQ
What type of filing is this?
This is a Definitive Proxy Statement (DEF 14A) filed by Barnes & Noble Education, Inc.
When was this filing submitted?
The filing was submitted on August 12, 2024.
What is the purpose of a DEF 14A filing?
A DEF 14A filing is a proxy statement filed with the SEC that provides shareholders with information about matters to be voted on at a company's annual meeting.
When is the scheduled meeting date for this proxy statement?
The scheduled meeting date is September 18, 2024.
Who is the filer of this document?
The filer is Barnes & Noble Education, Inc.
Filing Stats: 4,677 words · 19 min read · ~16 pages · Grade level 17.3 · Accepted 2024-08-12 16:54:21
Key Financial Figures
- $0.01 — f the Company's common stock, par value $0.01 per share, from 10,000,000,000 shares t
Filing Documents
- ny20032144x2_def14a.htm (DEF 14A) — 1290KB
- logo_bnedx1.jpg (GRAPHIC) — 63KB
- sig_mcmiller.jpg (GRAPHIC) — 19KB
- logo_bned.jpg (GRAPHIC) — 69KB
- ny20032144x2_logos.jpg (GRAPHIC) — 40KB
- ny20032144x2_pc01.jpg (GRAPHIC) — 742KB
- ny20032144x2_pc02.jpg (GRAPHIC) — 596KB
- ny20032144x2_pvp01.jpg (GRAPHIC) — 159KB
- ny20032144x2_pvp02.jpg (GRAPHIC) — 158KB
- ny20032144x2_theirlives.jpg (GRAPHIC) — 52KB
- 0001140361-24-036858.txt ( ) — 7040KB
- bned-20240918.xsd (EX-101.SCH) — 5KB
- bned-20240918_def.xml (EX-101.DEF) — 6KB
- bned-20240918_lab.xml (EX-101.LAB) — 11KB
- bned-20240918_pre.xml (EX-101.PRE) — 5KB
- ny20032144x2_def14a_htm.xml (XML) — 217KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21 COMPENSATION OVERVIEW 23 Our Company in Fiscal 2024 23 Management and Compensation Committee Transitions 23 Executive Summary 24 Compensation Philosophy and Objectives 26 Compensation Market References 27 Overview of Compensation Program Design 27 Governance Policies 29 Roles of the Compensation Committee, Management, and our Compensation Consultant in Determining the Compensation of our Named Executive Officers 30
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 32 Summary Compensation Table 32 All Other Compensation Table 33 Narrative to the Summary Compensation Table 33 Outstanding Equity Awards at Fiscal Year End 36 Stock Awards 36 Option Awards 36 Pay versus Performance 37 DIRECTOR COMPENSATION 39 Annual Retainer 39 Equity Compensation 39 Director Stock Ownership and Retention Guidelines 39 Director Compensation Table 40 i TABLE OF CONTENTS Page CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 41 Policy and Procedures Governing Related Person Transactions 41 Related Person Transactions 41 PROPOSAL TWO: APPROVAL OF THE COMPANY'S AMENDED AND RESTATED EQUITY INCENTIVE PLAN 42 Key Features of the Equity Incentive Plan 42 Share Reserve Increase and Other Amendments 43 Background for Requested Share Reserve Increase 43 DESCRIPTION OF THE EQUITY INCENTIVE PLAN 44 Effective Date and Term 44 Stock Limits and Share Recycling 44 Other Company Plans 44 Administration 44 Eligibility 45 Options 45 Stock Appreciation Rights 45 Restricted Stock 46 Other Stock Unit Awards 46 Performance Awards 46 Performance Criteria 46 Adjustments 47 Termination of Employment 47 Treatment of Awards upon a Change of Control 47 Amendments 48 Transferability 48 Clawback 48 Federal Income Tax Consequences to Participants 49 Federal Income Tax Consequences to the Company 49 New Plan Benefits 50 PROPOSAL THREE: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 52 PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 53 AUDIT RELATED MATTERS 54 Principal Accountant Fees and Services 54 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accounting Firm 54 Audit Committee Report 54 PROPOSAL FIVE: APPROVAL OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 55 PROPOSAL SIX: AUTHORIZ
Executive Compensation Highlights
Executive Compensation Highlights A majority of executive pay is tied to performance-based and equity incentives For Fiscal 2024, there were no equity awards to named executive officers Directors and executive officers and other members of senior management are subject to stock ownership targets and retention guidelines Incentive awards granted are subject to clawback and/or recoupment policies under the Equity Incentive Plan and Executive Incentive Compensation Clawback Policy Long-term incentives comprise a significant portion of target compensation for executive officers The vesting of awards that are assumed or substituted in connection with a change in control only accelerates as a result of the change in control if a participant experiences a qualifying termination of employment Restricted stock awards to executives are subject to a one-year minimum vesting period The Company does not provide for any tax gross-ups on perquisites or other benefits Named executive officers are only entitled to limited perquisites All employees are prohibited from hedging, and directors, executive officers, and other members of senior management may not pledge our stock without the approval of the Audit Committee The Equity Incentive Plan prohibits the repricing of awards without stockholder approval Equity Incentive Plan design aligns pay with performance. For example, given the ongoing strategic alternatives review process and the Company's performance, there was no payout on the Company financial performance measure for short-term cash incentive awards for the named executive officers in Fiscal 2024 3 TABLE OF CONTENTS BARNES & NOBLE EDUCATION, INC. 120 Mountain View Blvd. Basking Ridge, New Jersey 07920 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 18, 2024 INTRODUCTION This Proxy Statement and enclosed proxy card are being furnished in connection with the solicitation by the Board of Directors (the "Board of Direct