Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders (the "Annual Meeting") ofBarnes & Noble Education, Inc. (the "Company") was held onSeptember 23, 2021 . At the Annual Meeting, 48,064,567 shares of Common Stock were represented in person or by proxy out of the 51,587,330 shares of Common Stock outstanding and entitled to vote as ofJuly 27, 2021 , 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 Withheld Broker Non-Votes Emily C. Chiu 34,773,400 3,001,339 10,289,828 Daniel A. DeMatteo 35,174,845 2,599,894 10,289,828 David G. Golden 35,169,185 2,605,554 10,289,828 Michael P. Huseby 35,095,948 2,678,791 10,289,828 Zachary D. Levenick 35,306,079 2,468,660 10,289,828 Lowell W. Robinson 35,340,369 2,434,370 10,289,828 John R. Ryan 34,713,728 3,061,011 10,289,828 Jerry Sue Thornton 34,772,836 3,001,903 10,289,828
2.Approval of the Company's Amended and Restated Equity Incentive Plan. The Company's stockholders approved the amendment to increase the number of shares authorized to be issued under the plan by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes 33,881,616 3,835,871 57,252 10,289,828 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 36,830,958 805,545 138,236 10,289,828 4.Ratification of the Appointment ofErnst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year EndingApril 30, 2022 . 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 47,962,609 16,794 85,164 -
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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.
Date: September 23, 2021 By: /s/ Michael C. Miller Name: Michael C. Miller Title: Chief Legal Officer and Executive Vice President, Corporate Affairs
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