Barnes & Noble Education : 2022 Proxy Statement

2022 Proxy Statement

120 Mountain View Blvd.

Basking Ridge, New Jersey 07920

August 11, 2022

Dear Stockholder:

Barnes & Noble Education, Inc. (the ''Company'') cordially invites you to attend the 2022 Annual Meeting of Stockholders (the ''Annual Meeting''). The Annual Meeting will be held at 9:00 a.m., Eastern Time, on September 22, 2022, by live online webcast only. There will be no physical location for the Annual Meeting.

You will be able to attend the Annual Meeting, vote, and submit your questions during the Annual Meeting via live online webcast by visiting www.virtualshareholdermeeting.com/BNED2022.You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person.

Information about the Annual Meeting and the various matters on which the stockholders will act is included in the Notice of Annual Meeting of Stockholders and the Proxy Statement. Also included are a proxy card and postage-paid return envelope. The Proxies are being solicited on behalf of the Board of Directors of the Company.

You are urged to read the Proxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit a proxy: (a) by telephone or the Internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the enclosed proxy card in the postage-paid return envelope provided.

The Board of Directors unanimously recommends that you vote (i) FORthe election of each of the Board of Directors' nominees, (ii) FORthe approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement, (iii) for the approval, on an advisory basis, of the frequency of holding a vote on compensation of the Company's named executive officers every ONE YEAR, and (iv) FORthe ratification of the appointment of Ernst & Young LLP as the independent registered public accountants for the Company's fiscal year ending April 29, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 22, 2022: The Proxy Statement and the Company's 2022 Annual Report to Stockholders are available online at www.bned.com.

Your vote is extremely important no matter how many shares you own. If you have any questions or require any assistance with voting your shares, please contact Barnes & Noble Education, Inc.'s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders, Banks and Brokers may call toll-free: [phone]

Sincerely,

John R. Ryan

Chairman of the Board of Directors

[This page intentionally left blank]

120 Mountain View Blvd.

Basking Ridge, New Jersey 07920

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 22, 2022

Barnes & Noble Education, Inc. (the ''Company'') will hold its Annual Meeting of Stockholders (the ''Annual Meeting'') at 9:00 a.m., Eastern Time, on September 22, 2022, by live online webcast that will be available via www.virtualshareholdermeeting.com/BNED2022 for the following purposes:

1. To elect nine directors to serve until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified;
2. To vote on an advisory (non-binding) basis to approve executive compensation for named executive officers;
3. To vote on an advisory (non-binding) basis on the frequency of holding a vote on executive compensation for named executive officers every one, two or three years;
4. To ratify the appointment of Ernst & Young LLP as the independent registered public accountants for the Company's fiscal year ending April 29, 2023; and
5. To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.

Only holders of record of common stock of the Company as of the close of business on July 26, 2022 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. There will be no physical meeting location, and the meeting will only be conducted by live online webcast, i.e., as a ''Virtual Meeting.'' Please refer to the instructions in the accompanying Proxy Statement for how to register to attend the Virtual Meeting.

The Board of Directors unanimously recommends that you vote (i) FORthe election of each of the Board of Directors' nominees, (ii) FORthe approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement, (iii) for the approval, on an advisory basis, of the frequency of holding a vote on compensation of the Company's named executive officers every ONE YEAR, and (iv) FORthe ratification of the appointment of Ernst & Young LLP as the independent registered public accountants for the Company's fiscal year ending April 29, 2023.

The Board of Directors urges you to read the Proxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit a proxy: (a) by telephone or the Internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the enclosed proxy card in the postage-paid return envelope provided.

Sincerely,

Michael C. Miller

Corporate Secretary

Basking Ridge, New Jersey

August 11, 2022