BARNES & NOBLE EDUCATION, INC. 2025-2026 Proxy Voting Records

Description as filed by funds: To elect six (6) directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal: Denise Warren

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“Elect Director: Denise Warren”): 26,164,764 for, 131,766 against, per its Form 8-K filed March 16, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 1,946,177 for, 75,703 against.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).

Description as filed by funds: To elect six (6) directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal: Emily S. Hoffman

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“Elect Director: Emily S. Hoffman”): 25,644,823 for, 651,740 against, per its Form 8-K filed March 16, 2026 (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 34 asset managers below reported 1,664,040 for, 357,840 against.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).

Description as filed by funds: To elect six (6) directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal: Eric B. Singer

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“Elect Director: Eric B. Singer”): 25,163,411 for, 1,133,156 against, per its Form 8-K filed March 16, 2026 (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 34 asset managers below reported 1,571,590 for, 450,290 against.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).

Description as filed by funds: To elect six (6) directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal: Sean Vijay Madnani

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“Elect Director: Sean Vijay Madnani”): 26,154,468 for, 142,105 against, per its Form 8-K filed March 16, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 1,944,753 for, 77,127 against.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).

Description as filed by funds: To elect six (6) directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal: William C. Martin

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“Elect Director: William C. Martin”): 25,784,011 for, 512,559 against, per its Form 8-K filed March 16, 2026 (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 34 asset managers below reported 1,994,588 for, 27,292 against.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).

Description as filed by funds: To elect six (6) directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal: Kathryn ("Kate") Eberle Walker

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“Elect Director: Kathryn ("Kate") Eberle Walker”): 26,165,176 for, 131,711 against, per its Form 8-K filed March 16, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 1,946,177 for, 75,599 against.

Showing the 25 largest of 33 asset managers. All 33 are in the interactive database (link above).

Description as filed by funds: To approve the adjournment of the 2025 annual meeting of stockholders (the "Annual Meeting") to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the other proposals.

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“4. Vote to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the”): 28,641,502 for, 704,494 against, per its Form 8-K filed March 16, 2026 (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 34 asset managers below reported 1,944,385 for, 77,495 against.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).

Description as filed by funds: TO VOTE ON AN ADVISORY (NON-BINDING) BASIS TO APPROVE EXECUTIVE COMPENSATION FOR NAMED EXECUTIVE OFFICERS.

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“2. Advisory (non-binding) Vote on Executive Compensation”): 24,912,629 for, 435,536 against — passed, per its Form 8-K filed March 16, 2026 (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: 98% 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 33 managers: 1,979,411 for, 42,468 against. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports, all 70 managers: 12,333,394 for, 261,589 against, 881,799 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: TO RATIFY THE APPOINTMENT OF BDO USA, P.C. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING MAY 2, 2026.

BARNES & NOBLE EDUCATION, INC.’s own tally for this item (“3. Ratification of the appointment of BDO USA, P.C”): 29,165,975 for, 179,733 against — passed, per its Form 8-K filed March 16, 2026 (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: 99.3% 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 34 asset managers below reported 2,021,880 for.

Showing the 25 largest of 34 asset managers. All 34 are in the interactive database (link above).