Barnes Noble Education Inc
For the period ended Sep 18, 2024. Filed Aug 12, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 18, 2024 · Filed Aug 12, 2024
Contents
PROXY STATEMENT SUMMARY
The following summary highlights information relating to the 2024 annual meeting of stockholders (the “Annual Meeting”) and executive compensation and corporate governance matters. Additional information is included in this Proxy Statement.
2024 Annual Meeting of Stockholders for Barnes & Noble Education, Inc.
| | General Information | | |||
|---|---|---|---|---|---|
| | Date and Time | | | September 18, 2024, at 9:00 a.m. (Eastern Time) | |
| | Place | | | Live online webcast that is available via www.virtualshareholdermeeting.com/BNED2024 | |
| | Record Date | | | August 6, 2024 | |
| | Voting Matters and Recommendations | | |||
| | Voting Matter | | | Board of Directors Recommendations | |
| | Election of seven directors | | | FOR ALL NOMINEES | |
| | Approval of 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 | | | FOR | |
| | Vote on an advisory (non-binding) basis to approve executive compensation for named executive officers | | | FOR | |
| | Ratification of BDO USA, P.C. as the independent registered public accountants for the Company’s fiscal year ending May 3, 2025 | | | FOR | |
| | Approval 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 | | | FOR | |
| | Adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the other proposals in this Proxy Statement | | | FOR | |
The Board of Directors and management believe that good corporate governance promotes accountability to stockholders, enhances investor confidence in the Company and supports long-term value creation. The Company has implemented and fostered a culture of good corporate governance, which includes the following:
| Governance Highlights | |||
|---|---|---|---|
| ✔ We elect all directors annually ✔ None of our director nominees serve on an excessive number of public company boards ✔ The Board of Directors follows Corporate Governance Guidelines ✔ Each committee of our Board of Directors has a published charter that is reviewed and discussed at least annually ✔ We have adopted a Corporate Social Responsibility Policy ✔ The Company has made significant progress in rolling out diversity, equity, and inclusion initiatives and over 50% of our directors are women or racial or ethnic minorities | | | ✔ We are committed to maintaining an active dialogue with our stockholders. Over the past year, we have reached out to stockholders owning approximately 50% of our outstanding common shares to discuss governance and executive compensation issues ✔ Our Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are 100% comprised of independent directors ✔ Independent directors and Board of Director committees meet regularly and frequently without management present ✔ Our Corporate Governance and Nominating Committee oversees our Board of Directors’ annual self-evaluation ✔ The roles of Chairman of the Board and Chief Executive Officer are separated |
The Board of Directors and management seek to align the executive compensation program with the Company’s business strategy to attract, retain, and engage the talent we need to compete in our industry, and to align management with stockholders’ interests. The table below highlights key aspects of our executive compensation program.
| 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 |
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 18, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.