UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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 reserved for the exclusive use of the Board (Article II, Section 9).
The By-Laws reflecting these amendments became effective immediately upon approval by the Board.
The foregoing description of the changes made to the Company’s By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Exhibits |
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-Laws of Barnes & Noble Education, Inc., effective as of October 5, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) | |
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: October 12, 2023 | By: | /s/ Michael C. Miller | ||||
| Name: | Michael C. Miller | |||||
| Title: | Executive Vice President, Corporate Development & Affairs and Chief Legal Officer | |||||