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OFFON

BARNES & NOBLE EDUCATION, INC.

(BNED)
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BARNES & NOBLE EDUCATION, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

09/23/2021 | 04:58pm EST

Item 5.07 Submission of Matters to a Vote of Security Holders.


The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Barnes & Noble
Education, Inc. (the "Company") was held on September 23, 2021. At the Annual
Meeting, 48,064,567 shares of Common Stock were represented in person or by
proxy out of the 51,587,330 shares of Common Stock outstanding and entitled to
vote as of July 27, 2021, 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 Withheld     Broker Non-Votes
Emily C. Chiu           34,773,400       3,001,339          10,289,828
Daniel A. DeMatteo      35,174,845       2,599,894          10,289,828
David G. Golden         35,169,185       2,605,554          10,289,828
Michael P. Huseby       35,095,948       2,678,791          10,289,828
Zachary D. Levenick     35,306,079       2,468,660          10,289,828
Lowell W. Robinson      35,340,369       2,434,370          10,289,828
John R. Ryan            34,713,728       3,061,011          10,289,828
Jerry Sue Thornton      34,772,836       3,001,903          10,289,828


2.Approval of the Company's Amended and Restated Equity Incentive Plan. The Company's stockholders approved the amendment to increase the number of shares authorized to be issued under the plan by the following vote:

    Votes For       Votes Against    Abstentions     Broker Non-Votes
  33,881,616       3,835,871          57,252         10,289,828



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
  36,830,958         805,545         138,236         10,289,828



4.Ratification of the Appointment of Ernst & Young LLP as the Independent
Registered Public Accountants of the Company for the Fiscal Year Ending April
30, 2022. The Company's stockholders approved the proposal 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
  47,962,609          16,794          85,164                  -



--------------------------------------------------------------------------------


                                   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 23, 2021                                              By:                /s/ Michael C. Miller
                                                                      Name:             Michael C. Miller
                                                                      Title:            Chief Legal Officer and Executive
                                                                                        Vice President, Corporate Affairs

© Edgar Online, source Glimpses

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