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

The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Barnes & Noble Education, Inc. (the "Company") was held on September 22, 2022. At the Annual Meeting, 44,237,729 shares of Common Stock were represented in person or by proxy out of the 52,347,979 shares of Common Stock outstanding and entitled to vote as of July 26, 2022, 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                28,604,452       3,604,775          12,028,502
Mario R. Dell'Aera, Jr.      28,940,447       3,268,780          12,028,502
Daniel A. DeMatteo           28,050,947       4,158,280          12,028,502
Kathryn Eberle Walker        28,946,690       3,262,537          12,028,502
David G. Golden              27,887,741       4,321,486          12,028,502
Michael P. Huseby            28,856,187       3,353,040          12,028,502
John R. Ryan                 27,631,883       4,577,344          12,028,502
Rory D. Wallace              29,294,383       2,914,844          12,028,502
Denise Warren                28,941,419       3,267,808          12,028,502

2.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
  21,241,408       10,858,189         109,630         12,028,502

3.Advisory (non-binding) Vote on the frequency of holding a vote on executive compensation for 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:



     1 year        2 year       3 year      Abstentions     Broker Non-Votes
  30,053,288      7,182      2,074,422       74,335         12,028,502

4.Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 29, 2023. 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
  43,973,285         124,875         139,569                  -

As reported above, the Company's stockholders expressed a preference of "1 Year" for the frequency with which advisory votes on named executive officer compensation should be held. The Board considered the outcome of this advisory vote and, in accordance with its recommendation set forth in the proxy statement pertaining to the Annual Meeting and consistent with the stated preference of the majority of the Company's stockholders, the Board has determined that future advisory stockholder votes on executive compensation will be conducted on an annual basis, until the next advisory vote on frequency is held. The next advisory vote regarding the frequency of the vote on executive compensation is required to occur no later than the Company's 2028 Annual Meeting of Stockholders.

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