Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Barnes & Noble Education, Inc.: Amended By-Laws to address universal proxy rules under Rule 14a-19, including nomination notice requirements, compliance with universal proxy rules, and proxy card color restriction (effective 2023-10-05).
- Change
- bylaw amendment
- Effective
- 2023-10-05
Exact text from the filing
On October 5, 2023, as part of its periodic review of the governing documents of Barnes & Noble Education, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to address matters relating to the universal proxy rules (the “Universal Proxy Rules”) set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including requiring: (a) the stockholder’s nomination notice to include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors (Article III, Section 3(a)); (b) the stockholder to comply with the Universal Proxy Rules (Article III, Section 3(c)) and, upon request by the Company, provide reasonable evidence thereof prior to the stockholder meeting (Article III, Section 3(d)); and (c) the stockholder to use a proxy card color other than white, which is rese
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