Barnes & Noble Education Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2024
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On September 18, 2024, the stockholders of Barnes & Noble Education, Inc. (the "Company") approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our common stock, par value $0.01 per share, from 10,000,000,000 shares to 200,000,000 shares. A copy of the Amended and Restated Certificate of Incorporation of the Company is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the "Company") was held on September 18, 2024. At the Annual Meeting, 24,471,500 shares of Common Stock were represented in person or by proxy out of the 26,208,036 shares of Common Stock outstanding and entitled to vote as of August 6, 2024, the record date for the Annual Meeting. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
1.Election of Directors. The Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| William C. Martin | 20,883,164 | 55,186 | 1,093,046 | 2,440,104 | ||||||||||
| Emily S. Hoffman | 20,887,033 | 51,320 | 1,093,043 | 2,440,104 | ||||||||||
| Sean Vijay Madnani | 20,897,980 | 40,503 | 1,092,913 | 2,440,104 | ||||||||||
| Elias N. Nader | 20,883,686 | 54,260 | 1,093,450 | 2,440,104 | ||||||||||
| Eric B. Singer | 20,396,620 | 1,605,042 | 29,734 | 2,440,104 | ||||||||||
| Kathryn Eberle Walker | 21,802,917 | 198,769 | 29,710 | 2,440,104 | ||||||||||
| Denise Warren | 21,820,206 | 181,564 | 29,626 | 2,440,104 | ||||||||||
2.Vote to approve the Company’s Amended and Restated Equity Incentive Plan to, among other things, increase the number of shares authorized to be issued under the Plan. The results of voting on the proposal are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 20,738,568 | 1,261,805 | 31,023 | 2,440,104 | ||||||||
3.Advisory (non-binding) Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, compensation of the Company’s named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 20,918,065 | 1,080,661 | 32,670 | 2,440,104 | ||||||||
4.Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants for the Company’s fiscal year ending May 3, 2025. The Company’s stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 24,400,878 | 33,566 | 37,056 | — | ||||||||
5.Vote to approve the Company’s Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our common stock, par value $0.01 per share (“Common Stock”), from 10,000,000,000 shares to 200,000,000 shares. The results of voting on the proposal are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 24,412,758 | 26,955 | 31,787 | — | ||||||||
6.Vote to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the other proposals. The results of voting on the proposal are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 24,203,518 | 214,755 | 53,227 | — | ||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BARNES & NOBLE EDUCATION, INC. | ||||||||||||||
| Date: September 20, 2024 | By: | /s/ Michael C. Miller | ||||||||||||
| Name: | Michael C. Miller | |||||||||||||
| Title: | Executive Vice President, Corporate Development & Affairs and Chief Legal Officer | |||||||||||||