Barnes & Noble Education, Inc.
For the period ended Sep 24, 2026. Filed Aug 12, 2026.
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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 24, 2026 · Filed Aug 12, 2026
Contents
PROXY STATEMENT SUMMARY
The following summary highlights information relating to the 2026 annual meeting of stockholders (the “Annual Meeting”) and executive compensation and corporate governance matters. Additional information is included in this Proxy Statement.
2026 Annual Meeting of Stockholders for Barnes & Noble Education, Inc.
| General Information | |
| Date and Time | September 24, 2026, at 10:00 a.m. (Eastern Time) |
| Place | Live online webcast that is available via www.virtualshareholdermeeting.com/BNED2026 |
| Record Date | July 30, 2026 |
| Voting Matters and Recommendations | |
| Voting Matter | Board of Directors Recommendations |
| Election of six directors | FOR ALL NOMINEES |
| 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; | 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 1, 2027 | 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 | ✔ 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 | |
|---|---|
| ✔ Tie a majority of executive officer pay to performance-based cash and equity incentives; ✔ All equity awards granted to named executive officers included performance-based criteria for vesting, in addition to a three-year vesting period ✔ Directors 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 Compensation Recovery Policy ✔ Long-term incentives comprise a significant portion of target compensation for executive officers | ✔ 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. |
BARNES & NOBLE EDUCATION, INC.
Florham Park, New Jersey 07932
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 24, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.