Barnes & Noble Education Files Proxy Supplement

TL;DR

B&N Education dropped more proxy info for the Sept 10th shareholder meeting.

AI Summary

Barnes & Noble Education, Inc. filed a Definitive Additional Materials (DEFA14A) on September 10, 2024, related to its Annual Meeting of Stockholders scheduled for September 10, 2024. This filing supplements the proxy statement and concerns materials provided to shareholders.

Why It Matters

This filing provides additional information to shareholders before their annual meeting, ensuring they have all necessary details to make informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This filing is a routine supplement to a proxy statement and does not appear to contain new material risks or significant changes in corporate governance.

Key Players & Entities

• Barnes & Noble Education, Inc. (company) — Registrant
• 0001193125-24-216593 (filing_id) — Accession Number
• 20240910 (date) — Filing Date
• September 10, 2024 (date) — Annual Meeting Date

FAQ

Key Financial Figures

• $2,071,515 — s. For Fiscal 2024, the Company paid EY $2,071,515 for professional services rendered for
• $33,500 — . For Fiscal 2024, the Company paid EY $33,500 for audit-related fees for assurance an
• $2,000 — s. For Fiscal 2024, the Company paid EY $2,000 for tax compliance, tax advice and tax
• $161,850 b — ave meant a maximum grant date value of $161,850 based on the closing trading price of the
• $10.79 — mon stock on August 12, 2024 (which was $10.79), the date that the definitive Proxy St
• $700,000 — ees during any 12-month period, exceeds $700,000. To date, the Company has never grant

Filing Documents

• d885951ddefa14a.htm (DEFA14A) — 30KB
• g885951g0910005514529.jpg (GRAPHIC) — 9KB
• 0001193125-24-216593.txt ( ) — 43KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 BARNES & NOBLE EDUCATION, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 120 Mountain View Blvd. Basking Ridge, New Jersey 07920 SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 18, 2024 September 10, 2024 Explanatory Note On August 12, 2024, Barnes & Noble Education, Inc. (the Company) filed a definitive proxy statement (the Proxy The purpose of this Supplement is to provide updated information regarding Proposal One, Election of Directors and Proposal Two, Approval of the Companys Amended and Restated Equity Incentive Plan (the Plan). Capitalized terms used in this Supplement and not otherwise defined herein have the meanings given to them in the Proxy Statement. This Supplement does not provide all of the information that is important to your decisions in voting at the Annual Meeting. Supplemental Disclosure Concerning Proposal One Election of Directors As disclosed in the Proxy Statement, on July 2, 2024, Ernst & Young LLP (EY), the Companys then-current independent registered public accounting firm, declined to stand for reappointment as the Companys independent auditor for the Companys fiscal year ending May 3, 2025 (Fiscal 2025). The Company then engaged BDO USA, P.C. (BDO) as the Companys independent registered public accounting firm for Fiscal 2025. The appointment of BDO was approved by the Companys Audit Committee on July 17, 2024. The proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended that Company stockholders vote against the election of Audit Committee members Katheryn (Kate) Walker and Denise Warren for failure to disclose the fees paid to EY in the last fiscal year. This Supplement supplements the disclosures in the Proxy Statement to provide for the aggregate fees paid to EY during the Companys fiscal year ended April 27, 2024 (Fiscal 2024). Audit Fees. For Fiscal 2024, the Company paid EY $2,071,515 for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports, or services that are normally provided in connection with statutory and regulatory filings during the fiscal year. Audit-Related Fees . For Fiscal 2024, the Company paid EY $33,500 for audit-related fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements. Tax Fees. For Fiscal 2024, the Company paid EY $2,000 for tax compliance, tax advice and tax planning services. 1 All Other Fees . For Fiscal 2024, the Company did not incur any fees for products and services by EY other than the services reported in audit fees, audit-related fees, and tax fees. Supplemental Disclosure Concerning Proposal Two Approval of the Companys Amended and Restated Equity Incentive Plan As set forth in the Proxy Statement, Proposal Two seeks stockholder approval of the Plan primarily to (i) increase the number of shares of our common stock authorized for issuance under the Plan by an additional 2,000,000 shares, for an aggregate total of 2,179,093 shares (post-reverse stock split), (ii) amend the definition of a Change of Control to remove existing exceptions for incremental stock purchases by Mr. Leonard Riggio and his affiliates and replace with similar exceptions for incremental stock purchases by Immersion Corporation or its affiliates; and (iii) remove the minimum one-year vesting requirement to give the Company additional flexibility in attracting and retaining key talent. We also disclosed that all share amounts included in Proposal Two reflected the Companys 1-for-100 reverse stock split effective June 11, 2024 (the Reverse Split). For example, when we said in the Proxy Statement, In any fiscal year of the Company (subject to certain adjustments resulting from corporate transactions as discussed in the following paragraph), no participant may be granted awards with respect to more than 1.5 million shares, the reference was to 1.5 million shares on a post-Reverse Split basis. On August 14, 2024, the Company received a demand letter from a purported stockholde

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