---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-255016"
form_type: "8-K"
ticker: "BNED"
cik: "0001634117"
company_name: "Barnes & Noble Education, Inc."
filed_at: "2023-10-12T23:59:59+00:00"
generated_at: "2026-06-10T00:46:45.481574+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# BNED amends bylaws to comply with universal proxy rules

## Summary
- Board approved amendments to Amended and Restated By-Laws effective October 5, 2023.
- Stockholder nomination notice must represent intent to solicit proxies from at least 67% voting power.
- Stockholder must comply with Universal Proxy Rules under Rule 14a-19 and provide evidence upon request.
- Stockholders must use a proxy card color other than white, reserved for Board use.

## SEC filing metadata
- accession: 0001193125-23-255016
- form_type: 8-K
- ticker: BNED
- cik: 0001634117
- company_name: Barnes & Noble Education, Inc.
- filed_at: 2023-10-12T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1634117/000119312523255016/0001193125-23-255016-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634117/000119312523255016/d538245d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-255016
- JSON: https://secwatch.observer/filing/0001193125-23-255016.json
- Plain text: https://secwatch.observer/filing/0001193125-23-255016.txt

## Key facts
- Governance Changes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523255016/0001193125-23-255016-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.