Current Report Filing (8-k)
October 22 2020 - 04:48PM
Edgar (US Regulatory)
false000163411700016341172020-10-222020-10-2200016341172020-09-232020-09-23
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): October 22,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Mountainview 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) |
|
|
|
|
|
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:
□ 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))
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class |
|
Trading Symbol |
|
Name of Exchange on which registered |
Common Stock, $0.01 par value per share |
|
BNED |
|
New York Stock Exchange |
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).
Emerging growth company
□
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 5.07 Submission of Matters to a Vote
of Security Holders.
The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of
Barnes & Noble Education, Inc. (the "Company") was held on
October 22, 2020. At the Annual Meeting, 42,833,149 shares of
Common Stock were represented in person or by proxy out of the
48,633,117 shares of Common Stock outstanding and entitled to vote
as of August 25, 2020, 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 |
Emily C. Chiu |
|
26,946,271 |
|
3,921,415 |
|
13,537 |
|
11,951,926 |
Daniel A. DeMatteo |
|
23,594,518 |
|
5,450,827 |
|
1,835,878 |
|
11,951,926 |
David G. Golden |
|
23,440,503 |
|
5,604,957 |
|
1,835,763 |
|
11,951,926 |
Michael P. Huseby |
|
26,874,120 |
|
3,992,608 |
|
14,495 |
|
11,951,926 |
Zachary D. Levenick |
|
27,408,960 |
|
1,635,495 |
|
1,836,768 |
|
11,951,926 |
Lowell W. Robinson |
|
30,671,794 |
|
194,636 |
|
14,793 |
|
11,951,926 |
John R. Ryan |
|
26,358,189 |
|
4,508,145 |
|
14,889 |
|
11,951,926 |
Jerry Sue Thornton |
|
23,630,253 |
|
5,415,645 |
|
1,835,325 |
|
11,951,926 |
David A. Wilson |
|
23,681,861 |
|
5,363,482 |
|
1,835,880 |
|
11,951,926 |
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 |
25,162,764 |
|
5,640,718 |
|
77,740 |
|
11,951,927 |
3. Ratification of the Appointment of Ernst
& Young LLP as the Independent Registered Public Accountants of
the Company for the Fiscal Year Ending May 1, 2021. 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 |
42,493,833 |
|
268,237 |
|
71,079 |
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 22, 2020 |
|
|
By: |
/s/ Michael C. Miller |
|
|
|
Name: |
Michael C. Miller |
|
|
|
Title: |
Chief Legal Officer and Executive Vice President, Corporate
Affairs |
|
|
|
|
|