Barnes & Noble Education (BNED) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 10, 2026, with voting available online, by phone, or by mail.

• Shareholders will vote on the election of six directors, an advisory say-on-pay vote, ratification of the external auditor, and potential adjournment if more votes are needed.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving executive compensation, ratifying BDO USA, P.C. as auditor, and authorizing adjournment if necessary.

• No other shareholder proposals are scheduled for the meeting.

Board of directors and corporate governance

• All directors are elected annually; more than half are women or minorities.

• Board committees (Audit, Compensation, Governance, Strategy) are fully independent.

• The roles of Chairman and CEO are separated.

• Board and committee meetings had high attendance; directors are subject to stock ownership and retention guidelines.

• The board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics.