BNED stockholders re-elect all six director nominees and approve equity plan share increase at 2026 annual meeting

Barnes & Noble Education, Inc.

Annual meeting held September 24, 2026; 30,001,302 of 34,664,980 shares outstanding as of the July 30, 2026 record date were represented (about 86.5% quorum).
All six board nominees elected: William C. Martin, Emily S. Hoffman, Sean Vijay Madnani, Eric B. Singer, Kathryn "Kate" Eberle Walker and Denise Warren.
Eric B. Singer drew the most opposition with 2,070,031 votes against; Denise Warren had 323,845 against and Emily S. Hoffman 1,377,851 against.
Amendment to the Amended and Restated Equity Incentive Plan increasing shares available for issuance approved 27,469,308 to 153,402.
Advisory say-on-pay passed 26,124,656 for vs 545,148 against with 958,081 abstentions; BDO USA, P.C. ratified as auditor for fiscal year ending May 1, 2027.

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