Barnes & Noble Education (BNED) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 24, 2026, to be held virtually for shareholder participation.

• Shareholders are encouraged to review proxy materials and vote on key proposals by September 23, 2026.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2027 annual meeting, with all nominees recommended by the board.

• Approval sought for an amendment to the Equity Incentive Plan to increase authorized shares.

• Advisory vote on executive compensation for named executive officers.

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

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

Board of directors and corporate governance

• Six director nominees listed, each to serve until 2027 or until a successor is qualified.