BARNES & NOBLE EDUCATION, INC. | ||||
(Exact name of registrant as specified in its charter) | ||||
Delaware | 1-37499 | 46-0599018 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
120 Mountain View Blvd., Basking Ridge, NJ | 07920 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (908) 991-2665 | ||||
Not Applicable | ||||
(Former name or former address, if changed since last report) |
□ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
□ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | ||||
Emily C. Chiu | 38,450,397 | 166,505 | 83,389 | 6,163,607 | ||||
Daniel A. DeMatteo | 38,513,958 | 177,858 | 8,475 | 6,163,607 | ||||
David G. Golden | 38,049,358 | 565,465 | 85,468 | 6,163,607 | ||||
Michael P. Huseby | 38,433,079 | 181,900 | 85,312 | 6,163,607 | ||||
John R. Ryan | 38,037,586 | 576,733 | 85,972 | 6,163,607 | ||||
Jerry Sue Thornton | 38,431,971 | 183,043 | 85,277 | 6,163,607 | ||||
David A. Wilson | 38,437,095 | 177,387 | 85,809 | 6,163,607 |
2. | 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 | |||
31,519,122 | 3,938,950 | 3,242,219 | 6,163,607 |
3. | Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending May 2, 2020. 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 | ||
44,275,542 | 542,341 | 46,015 |
Title: | EVP, Corporate Strategy, General Counsel, and Corporate Secretary |