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Get filing alertsBarnes & Noble Education shareholders approve directors, executive pay, and auditor
Filed March 16, 2026 · Period ending March 10, 2026 · ~1 min read
Key Changes
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All six director nominees elected with 96.0%–99.5% support of votes cast (73.4%–76.3% of shares outstanding); quorum of 85.6% of outstanding shares represented at meeting.
Item 5.07 verify on EDGAR → -
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Executive compensation approved with 98.3% support of votes cast (72.6% of shares outstanding), indicating strong shareholder endorsement of pay practices.
Item 5.07 verify on EDGAR → -
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BDO USA ratified as independent auditor for fiscal year ending May 2, 2026, with 99.4% approval (85.0% of shares outstanding).
Item 5.07 verify on EDGAR →
Summary
Barnes & Noble Education held its 2025 Annual Meeting on March 10, 2026, with routine outcomes across all proposals. The six-member board slate was elected with support ranging from 96.0% to 99.5% of votes cast, representing healthy approval for an uncontested election. Executive compensation received 98.3% approval, and the auditor ratification passed with 99.4% support.
With 85.6% of outstanding shares represented at the meeting (29.4 million of 34.3 million shares), shareholder participation was strong. For retail holders, this is a procedural filing with no material impact. The voting results reflect normal governance operations with no contested proposals or significant opposition. The company's compensation practices and audit arrangements continue with clear shareholder backing.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Barnes & Noble Education held its 2025 Annual Meeting on March 10, 2026, with shareholders electing six directors, approving executive compensation, and ratifying BDO USA as auditor.
Show 3 minor / wording changes
Added in current filing · view on EDGAR →
Votes For | Votes Against | Abstentions | Broker Non-Votes | 24,912,629 | 435,536 | 950,660 3,053,968
Executive compensation received 98.3% approval from votes cast (24,912,629 for vs. 435,536 against). This represents 72.6% support of the 34,294,569 shares outstanding and entitled to vote, indicating strong shareholder endorsement of the compensation program.
Added in current filing · view on EDGAR →
Votes For Votes Against | Abstentions | Broker Non-Votes 29,165,975 | 179,733 | 7,085 | 0
Shareholders ratified BDO USA, P.C. as independent auditor for fiscal year ending May 2, 2026, with 99.4% approval (29,165,975 for vs. 179,733 against). This represents 85.0% of shares outstanding, reflecting routine approval of the audit firm.
Added in current filing · verify on EDGAR →
At the Annual Meeting, 29,352,793 shares of Common Stock were represented in person or by proxy out of the 34,294,569 shares of Common Stock outstanding and entitled to vote as of February 2, 2026, the record date for the Annual Meeting.
A quorum of 85.6% of outstanding shares (29,352,793 of 34,294,569) was represented at the meeting, well above typical quorum requirements and indicating strong shareholder participation.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify