Barnes & Noble Education (BNED) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 24, 2026, with voting on key proposals including director elections, equity plan amendments, executive compensation, auditor ratification, and potential adjournment if needed.

• Only shareholders of record as of July 30, 2026, are entitled to vote, with 34,664,980 shares outstanding.

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

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2027 annual meeting.

• Proposal to amend the Equity Incentive Plan to increase authorized shares by 500,000.

• Advisory vote on executive compensation for named executive officers.

• Ratification of BDO USA, P.C. as independent auditors for fiscal year ending May 1, 2027.

• Authorization to adjourn the meeting if additional proxy solicitation is needed.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Strategy and Operational Review.

• All committee members are independent under NYSE standards.

• The roles of Chairman and CEO are separated.

• Board and committee meetings had high attendance, and regular executive sessions are held.