Washington, D.C. 20549


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
(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


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: October 22, 2020 By:  /s/ Michael C. Miller
Name: Michael C. Miller
Title: Chief Legal Officer and Executive Vice President, Corporate Affairs