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): March 10, 2026

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.)

180 Park Avenue, Suite 301,

Florham Park, NJ

07932

(Address of principal executive offices)

(Zip Code)

(908) 991-2665

(Registrant’s telephone number, including area code)

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 each class

Trading symbol(s)

Name of each 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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnThe ~~March~~2025 ~~10,~~Annual ~~2026,~~Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the “Company”) ~~issued~~was aheld ~~press~~on ~~release~~March ~~announcing~~10, ~~its~~2026. ~~financial~~At ~~results~~the ~~for~~Annual Meeting, 29,352,793 shares of Common Stock were represented in person or by proxy out of the ~~fiscal~~34,294,569 ~~third~~shares ~~quarter~~of ~~ended~~Common ~~January 31~~Stock outstanding and entitled to vote as of February 2, 2026, (the ~~“Press~~record ~~Release”)~~date for the Annual Meeting. A ~~copy~~The voting results for each of the ~~Press~~proposals ~~Release~~submitted isto ~~attached~~a ~~hereto~~vote asof ~~Exhibit~~the 99stockholders of the Company at the Annual Meeting are set forth below.1.

~~The~~1.Election ~~information~~of inDirectors. ~~this~~The ~~Form~~Company’s ~~8-K~~stockholders ~~and~~elected the ~~Exhibit attached hereto pertaining to the Company~~Board’s ~~financial~~nominees ~~results~~as ~~shall~~Directors ~~not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company ~~Exchange Act of 1934, as amended, nor shall it be deemed incorporated~~ by ~~reference in any filing under~~ the ~~Securities~~following ~~Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.~~vote:

Cautionary Note Regarding Forward-Looking Statements:



Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
William C. Martin	25,784,011	512,559	2,255	3,053,968
Emily S. Hoffman	25,644,823	651,740	2,262	3,053,968
Sean Vijay Madnani	26,154,468	142,105	2,252	3,053,968
Eric B. Singer	25,163,411	1,133,156	2,258	3,053,968
Kathryn (“Kate”) Eberle Walker	26,165,176	131,711	1,938	3,053,968
Denise Warren	26,164,764	131,766	2,295	3,053,968

~~This~~2.Advisory ~~Current Report on Form 8~~(non-Kbinding) ~~contains~~Vote ~~“forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based~~ on ~~the~~Executive ~~beliefs of our management as well as assumptions made by and information currently available to our management~~Compensation. ~~When~~The ~~used~~Company’s instockholders ~~this communication~~approved, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “forecasts,” “projections,” “continue to,” “committed to,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, and such statements include but are not limited to those related to our positioning, strategic and operational objectives, broader market trends, anticipated growth in our BNC First Day program, expected trends in financial results, including those related to seasonality, as well as forward-looking continued top line growth, anticipated gross profit dollar increases, continued expense discipline, Adjusted EBITDA, interest costs, capital expenditures and long-term projected growth in Adjusted EBITDA. We caution you not to place undue reliance on ~~these~~an ~~forward-looking~~advisory ~~statements. Such statements reflect our current views with respect to future events~~basis, ~~the~~compensation ~~outcome~~ of ~~which is subject to certain risks, including, but not limited to:~~ the ~~amount~~Company’s ofnamed ~~our~~executive ~~indebtedness~~officers ~~and~~by ~~ability~~an toaffirmative ~~comply~~vote with covenants contained in our credit agreement; our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner; slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models; our dependency on strategic service provider relationships and the potential for adverse operational and financial changes to these strategic service provider relationships; non-renewal of our managed bookstore, physical and/or online store contracts; general competitive conditions; a ~~decline~~majority ~~in college enrollment or decreased funding available for students; technological changes, including the adoption~~ of artificial intelligence technologies for educational content; disruptions to our information technology systems, infrastructure, data, supplier systems, and customer ordering and payment systems due to computer malware, viruses, hacking and phishing attacks; disruption of or interference with third party service providers and our own proprietary technology; and changes in applicable domestic and international laws, rules or regulations or changes in enforcement practices, including, without limitation, U.S. tax reform, changes in tax rates, tariffs, import and export control laws and regulations, changes to consumer data privacy rights legislation, as well as related guidance. Moreover, we operate in a very competitive and rapidly changing environment and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the ~~impact~~votes ofcast ~~all factors~~ on ~~our business or~~ the ~~extent~~proposal. toThe ~~which any factor, or combination of factors, may cause actual~~ results ~~to differ materially from those contained in any forward-looking statements we may make. In addition, the declaration~~ of ~~any~~voting ~~future~~on ~~dividends will be subject to further review and approval by~~ the ~~Board~~proposal inare accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time and ensures compliance with any applicable restrictions, including those set forth ~~in our credit agreement with our lenders.~~below:

For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s Annual Report on Form 10-K for the year ended May 3, 2025, filed with the SEC on December 23, 2025. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and we do not intend to update these forward-looking statements after the date of this press release, except as required by law.


Votes For		Votes Against		Abstentions		Broker Non-Votes
	24,912,629		435,536		950,660		3,053,968

~~Item~~3.Ratification 9of the appointment of BDO USA, P.01C. ~~Financial~~ ~~Statements~~as ~~and~~the ~~Exhibits~~ independent registered public accountants for the Company’s fiscal year ending May 2, 2026. 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:

Exhibit No.		Description
Votes For		Votes Against		Abstentions	Broker Non-Votes
99.1		Press Release of Barnes & Noble Education, Inc., dated March 10, 2026
	29,165,975		179,733	7,085		0
99.2		Financial Statements and Non-GAAP Reconciliation Tables, dated March 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 Annual Meeting to approve the other proposals. The results of voting on the proposal are set forth below:


Votes For		Votes Against		Abstentions		Broker Non-Votes
	28,641,502		704,494		6,797		0

SIGNATURE

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 ~~hereunto~~thereunto duly authorized.

	BARNES & NOBLE EDUCATION, INC.
Date: March 10, 2026	By:	/s/ Jason Snagusky
	Name:	Jason Snagusky
	Title:	Chief Financial Officer

Date: March 16, 2026

BARNES & NOBLE EDUCATION, INC.

By: /s/ Christopher Neumann

Name: Christopher Neumann

Title: General Counsel & Corporate Secretary

Filing Compare · Barnes & Noble Education, Inc.