BARNES & NOBLE EDUCATION INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: David G. Golden

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: David G. Golden”): 33,381,051 for, 609,421 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: Election of Directors: Denise Warren

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Denise Warren”): 33,638,742 for, 350,903 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,452,404 for, 118,300 against.

Description as filed by funds: Election of Directors: John R. Ryan

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: John R. Ryan”): 28,446,828 for, 5,543,641 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,422,197 for, 148,507 against.

Description as filed by funds: Election of Directors: Kathryn Eberle Walker

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Kathryn Eberle Walker”): 33,768,904 for, 221,747 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: Election of Directors: Mario R. Dell'Aera, Jr.

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Mario R. Dell'Aera, Jr.”): 33,766,704 for, 223,556 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: Election of Directors: Michael P. Huseby

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Michael P. Huseby”): 32,026,330 for, 1,964,272 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: Election of Directors: Raphael T. Wallander

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Raphael T. Wallander”): 33,766,306 for, 223,105 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: Election of Directors: Rory D. Wallace

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Rory D. Wallace”): 33,651,773 for, 337,715 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: Election of Directors: Steven G. Panagos

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Steven G. Panagos”): 33,767,051 for, 223,476 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 4,570,704 for.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): Denise Warren

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Denise Warren”): 28,552,594 for, 2,970,159 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 586,043 for, 1,345,983 against.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): Elias Nader

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Elias Nader”): 28,660,382 for, 2,769,662 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 555,105 for, 1,376,921 against.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): Emily S. Hoffman

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Emily S. Hoffman”): 30,017,773 for, 2,742,421 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 555,105 for, 1,376,921 against.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): Eric Singer

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Eric Singer”): 28,737,642 for, 2,677,230 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 555,105 for, 1,376,921 against.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): Kathryn Eberle Walker

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Kathryn Eberle Walker”): 29,052,331 for, 2,424,261 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 608,044 for, 1,323,982 against.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): Sean Madnani

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: Sean Madnani”): 30,364,069 for, 1,074,813 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 1,932,026 for.

Description as filed by funds: To elect seven (7) directors to serve on the Board of Directors from Closing until our next annual meeting of stockholders and until their respective successors are duly elected and qualified (the "Board Election Proposal" or "Proposal 4"): William C. Martin

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“Elect Director: William C. Martin”): 28,728,261 for, 2,718,584 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 555,105 for, 1,376,921 against.

Description as filed by funds: To approve the issuance of shares of our common stock, par value $0.01 per share ("Common Stock"), in connection with a rights offering and other transactions (the "Share Issuance"), in each case pursuant to a Standby, Securities Purchase and Debt Conversion Agreement, dated as of April 16, 2024 (the "Purchase Agreement"), by and among the Company, Toro 18 Holdings LLC, Outerbridge Capital Management, LLC, Selz Family 2011 Trust, Vital Fundco, LLC, and TopLids LendCo, LLC, as further described in the proxy statement accompanying this proxy card (the "Share Issuance Proposal" or "Proposal 1").

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“1. The approval of the issuance of shares of Common Stock in connection with the Rights Offering and other Transactions (the "Share Issuance"), in each case pursuant to the Purchase Agreement”): 31,930,984 for, 1,526,142 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 1,932,026 for.

Description as filed by funds: To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the shares of Common Stock at a ratio of 1-for-100, which split may be effected by the Board of Directors of the Company (the "Board of Directors" or the "Board") following the Share Issuance and the closing (the "Closing") of the other transactions contemplated by the Purchase Agreement, but no later than forty-five (45) calendar days following the Closing (the "Reverse Split Proposal" or "Proposal 3").

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“3. The approval of an amendment to the Certificate of Incorporation to effect a reverse stock split of shares of Common Stock at a ratio of 1-for-100, which split may be effected by the Board of Directors of the Company ”): 41,866,808 for, 2,122,186 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 1,932,026 for.

Description as filed by funds: To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of Common Stock from 200,000,000 shares to 10,000,000,000 shares (the "Amended Certificate Proposal" or "Proposal 2"), which amendment must be effected as a condition to the Share Issuance

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“2. The approval of an amendment to the Certificate of Incorporation to increase the aggregate number of authorized shares of Common Stock from 200,000,000 shares to 10,000,000,000 shares”): 30,503,123 for, 1,574,198 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 1,932,026 for.

Description as filed by funds: To authorize an adjournment or adjournments of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Share Issuance Proposal, the Amended Certificate Proposal, the Reverse Split Proposal or the Board Election Proposal (the "Adjournment Proposal" or "Proposal 5").

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“5. The authorization of an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the aforeme”): 42,241,731 for, 1,642,582 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 1,925,093 for, 6,933 against.

Description as filed by funds: Approval of the Company's Second Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan.

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“2. Vote to approve the Company's Second Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan”): 24,621,775 for, 6,058,328 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 2,434,083 for, 985,461 against, 1,172,244 abstained.

Description as filed by funds: Vote on an advisory (non-binding) basis to approve executive compensation.

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“3. Advisory (non-binding) Vote on Executive Compensation”): 30,870,710 for, 1,601,220 against — passed, per its Form 8-K filed October 5, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 20 managers: 3,766,966 for, 803,549 against.

Institutional-manager reports, all 51 managers: 2,855,938 for, 278,610 against. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Ratify the appointment of Ernst & Young LLP as the independent registered public accountants for the Company's fiscal year ending April 27, 2024.

BARNES & NOBLE EDUCATION INC.’s own tally for this item (“4. Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 27, 2024”): 47,682,677 for, 36,682 against — passed, per its Form 8-K filed October 5, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

The 21 asset managers below reported 4,570,704 for.