Avantisteam Announces Barnes & Noble Education : 2020 Proxy Statement - Jonathan Cartu CPA Accounting Firm - Tax Accountants
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Avantisteam Announces Barnes & Noble Education : 2020 Proxy Statement

Brunswick : SEC Filing (10-K/A) - Annual Report (Amendment)

Avantisteam Announces Barnes & Noble Education : 2020 Proxy Statement








09/28/2020 | 01:25pm EDT

120 Mountain View Blvd.

Basking Ridge, New Jersey 07920

September 21, 2020

Dear Stockholder:

Barnes & Noble Education, Inc. (the “Company”) cordially invites you to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Eastern Time, on October 22, 2020 by live online webcast only. There will be no physical location for the Annual Meeting.

You will be able to attend the Annual Meeting, vote, and submit your questions during the Annual Meeting via live online webcast by visiting www.cesonlineservices.com/bned20_vm. You will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting, you will need to pre-register by 9:00 a.m. Eastern Time on October 21, 2020. To pre-register for the meeting, please follow the instructions provided under the “Introduction” section found in the accompanying Proxy Statement. Stockholders may only participate online and must pre-register to attend.

Information about the Annual Meeting and the various matters on which the stockholders will act is included in the Notice of Annual Meeting of Stockholders and the Proxy Statement. Also included are a proxy card and postage- paid return envelope. The Proxies are being solicited on behalf of the Board of Directors of the Company.

You are urged to read the Proxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit a proxy: (a) by telephone or the Internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the enclosed proxy card in the postage-paid return envelope provided.

The Board of Directors unanimouslyrecommends that you vote (i) FORthe election of each of the Board of Directors’ nominees, (ii) FORthe approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, and (iii) FORthe ratification of the appointment of Ernst & Young LLP as the independent registered public accountants for the Company’s fiscal year ending May 1, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 22, 2020: The Proxy Statement and the Company’s 2020 Annual Report to Stockholders are available online at www.bned.com/investor.

Your vote is extremely important no matter how many shares you own. If you have any questions or require any assistance with voting your shares, please contact Barnes & Noble Education, Inc.’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5834

Banks and Brokers may call collect: (212) 750-5833

Sincerely,

Michael P. Huseby

Chairman of the Board of Directors and Chief Executive Officer

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120 Mountain View Blvd.

Basking Ridge, New Jersey 07920

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 22, 2020

Barnes & Noble Education, Inc. (the “Company”) will hold its Annual Meeting of Stockholders (the “Annual Meeting”) at 9:00 a.m., Eastern Time, on October 22, 2020 by live online webcast that will be available via www.cesonlineservices.com/bned20_vm for the following purposes:

  1. To elect nine directors to serve until the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified;
  2. To vote on an advisory (non-binding) vote to approve executive compensation;
  3. To ratify the appointment of Ernst & Young LLP as the independent registered public accountants for the Company’s fiscal year ending May 1, 2021; and
  4. To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.

Only holders of record of common stock of the Company as of the close of business on August 25, 2020 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. There will be no physical meeting location, and the meeting will only be conducted by live online webcast, i.e., as a “Virtual Meeting.” Please refer to the instructions in the accompanying Proxy Statement for how to register to attend the Virtual Meeting.

The Board of Directors unanimously recommends that you vote (i) FORthe election of each of the Board of Directors’ nominees, (ii) FORthe approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, and (iii) FORthe ratification of the appointment of Ernst & Young LLP as the independent registered public accountants for the Company’s fiscal year ending May 1, 2021.

The Board of Directors urges you to read the Proxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit a proxy: (a) by telephone or the Internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the enclosed proxy card in the postage-paid return envelope provided.

Sincerely,

Michael C. Miller

Corporate Secretary

Basking Ridge, New Jersey

September 21, 2020

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TABLE OF CONTENTS

PROXY STATEMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

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Avantisteam

Jon Cartu

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