Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Zachary D. Levenick and Lowell W. Robinson
Effective July 15, 2022, Messrs. Zachary D. Levenick and Lowell W. Robinson
notified Barnes & Noble Education, Inc., a Delaware corporation (the "Company"),
of their respective resignations as members of the board of directors (the
"Board") of the Company, and from any and all committees of the Board. None of
the resignations was because of a disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
Appointment of Rory Wallace
Following receipt of each of Messrs. Levenick's and Robinson's respective
resignations, and pursuant to that certain Cooperation Agreement, dated as of
June 25, 2022 (the "Cooperation Agreement"), by and among the Company and
Outerbridge Capital Management, LLC and certain of its affiliates signatory
thereto (collectively, "Outerbridge") previously disclosed in the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 27, 2022, the Company appointed Mr. Rory Wallace, Chief Investment Officer
of Outerbridge, to the Board effective July 15, 2022. Pursuant to the
Cooperation Agreement, the Company also agreed to nominate Mr. Wallace for
election to the Board at the 2022 annual meeting of stockholders.
The Board determined that Mr. Wallace qualifies as an "independent director" for
purposes of The New York Stock Exchange ("NYSE") listing standards and for
purposes of serving on the Board.
Other than as described herein, the selection of Mr. Wallace to serve as a
director of the Company was not pursuant to any arrangement or understanding
with any other person. There are no family relationships between Mr. Wallace and
any director or executive officer of the Company and there are no transactions
between Mr. Wallace and the Company that would be required to be reported under
Item 404(a) of Regulation S-K.
Mr. Wallace, 36, serves as the Founder and Managing Member of Outerbridge, an
investment adviser to private investment funds for which Mr. Wallace has served
as the Chief Investment Officer since December 2014. In his role at Outerbridge,
Mr. Wallace conducts significant due diligence on public companies in the
technology, media, retail, and education sectors, engaging constructively with
both management teams and boards where appropriate. From January 2013 to
December 2014, Mr. Wallace was the Founder and Chief Investment Officer of DHC
Asset Management, LLC, an investment adviser that focused its investments in
technology, media, and retail. Earlier in his career, Mr. Wallace served in
various positions at Straus Asset Management LLC, an investment management firm,
including as an analyst and then as a Portfolio Manager.
Appointments of Mario Dell'Aera, Denise Warren and Kate Eberle Walker
In addition, on July 15, 2022, following receipt of each of Messrs. Levenick's
and Robinson's respective resignations, the Board (i) approved an increase in
the number of directors constituting the full Board from eight to ten (which
number will be decreased to nine following the 2022 annual meeting of
stockholders in accordance with the Cooperation Agreement) and (ii) appointed
Mr. Mario Dell'Aera, Ms. Denise Warren and Ms. Kate Eberle Walker (together with
Mr. Wallace, the "New Directors") as members of the Board, effective July 15,
2022. Each of Mr. Dell'Aera, Ms. Warren and Ms. Eberle Walker shall serve as a
director of the Company until the next annual meeting of stockholders of the
Company or until his or her earlier death, resignation or removal.
The Board determined that each of Mr. Dell'Aera, Ms. Warren and Ms. Eberle
Walker qualifies as an "independent director" for purposes of the NYSE listing
standards and for purposes of serving on the Board.
Mr. Dell'Aera, 63, previously served as Senior Audit Partner and Chief Operating
Officer of U.S. Audit Operations at KPMG LLP from 2019 until his retirement in
2021, managing 16 business units encompassing over 9,000 partners and
professionals and a $3.0BN operating plan. He brings nearly 40 years of
accounting experience serving large, global public and private companies in the
information, communications and entertainment industries. From 2012 to 2019, he
served as Senior Audit Partner for KPMG's Financial Services audit practice,
comprising banking, capital markets, insurance, asset management and real estate
companies. In addition to his deep audit and operational expertise,
Mr. Dell'Aera brings a proven track record of leadership, innovation and guiding
public companies undergoing strategic transformations and financing
transactions.
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Ms. Warren, 58, currently serves as the Founder and Chief Executive Officer of
Netlyst, LLC a consulting and advisory practice focused on digital business
growth and scaling consumer and enterprise recurring revenue streams. She brings
extensive public company board experience and has a proven track record growing
and operating profitable, recurring revenue businesses in the media and
publishing sector, as well as driving transformational digital change in
marketing, product and sales. Prior to founding Netlyst, Ms. Warren served as
President of Digital and Chief Executive Officer of East Coast Publishing for
Tribune Publishing from 2015 to 2016. For more than 25 years, she served in
numerous capacities at The New York Times Company inducing as Executive Vice
President of Digital Products and Services; General Manager, nytimes.com; Chief
Advertising Officer; Senior Vice President of Strategic Planning; and Director
of Marketing. Ms. Warren currently serves as an independent Director of Taylor
Morrison Home Corporation (NYSE: TMHC), and previously served as a Director and
Chair of the Nominating and Governance Committee of Monotype Imaging, and a
Director of Electronic Arts (NASDAQ: EA).
Ms. Eberle Walker, 45, currently serves as Chief Executive Officer and Board
Chair of Presence Learnings Inc., a provider of special education teletherapy
solutions. She brings more than 20 years of experience leading education
organizations and an established track record driving value creation through her
expertise in human capital management, finance, M&A and strategy development.
From 2015 to 2017, she served as Chief Executive Officer of The Princeton Review
and Tutor.com, and Chief Financial Officer and Chief Strategy Officer from 2014
to 2015. Ms. Walker began her career in investment banking at Goldman Sachs. She
currently serves as a Director of Babbel, Testing Mom and Prospect Schools, and
as a Trustee of the International School of Brooklyn. Ms. Walker previously
served on the Board of Directors of Rosetta Stone from 2019 until the company's
acquisition by Cambium Learning Group Inc. in 2020.
The selection of each of Mr. Dell'Aera, Ms. Warren and Ms. Eberle Walker to
serve as a director of the Company was not pursuant to any arrangement or
understanding with any other person. There are no family relationships between
any of Mr. Dell'Aera, Ms. Warren and Ms. Eberle Walker and any director or
executive officer of the Company and there are no transactions between any of
Mr. Dell'Aera, Ms. Warren and Ms. Eberle Walker and the Company that would be
required to be reported under Item 404(a) of Regulation S-K.
Audit Committee Appointments
Effective July 15, 2022, Mr. Dan DeMatteo was removed as a member of the Audit
Committee of the Board (the "Audit Committee") and, concurrent with their
appointments to the Board, each of Mr. Dell'Aera, Mr. Wallace, Ms. Warren and
Ms. Eberle Walker were appointed to serve on the Audit Committee, with
Mr. Dell'Aera serving as Chair. The Board determined that each of Mr. Dell'Aera,
Mr. Wallace, Ms. Warren and Ms. Eberle Walker qualifies as an "independent
director" for purposes of the NYSE listing standards and for purposes of serving
on the Audit Committee. The Board also determined that Mr. Dell'Aera qualifies
as an "audit committee financial expert" as such term is defined in Item
407(d)(5) of Regulation S-K.
Compensation Committee Appointments
Effective July 15, 2022 and concurrent with their appointments to the Board,
each of Mr. Wallace and Ms. Eberle Walker were appointed to serve on the
Compensation Committee of the Board (the "Compensation Committee"). The Board
determined that each of Mr. Wallace and Ms. Eberle Walker qualifies as an
"independent director" for purposes of the NYSE listing standards and for
purposes of serving on the Compensation Committee. In connection with their
appointment to the Compensation Committee, the Board also determined that each
of Mr. Wallace and Ms. Eberle Walker qualifies as a "non-employee director" for
purposes of Rule 16b-3 under the Exchange Act.
Corporate Governance and Nominating Committee Appointments
Effective July 15, 2022, each of Mr. DeMatteo and Ms. Warren were appointed to
serve on the Corporate Governance and Nominating Committee of the Board (the
"Corporate Governance and Nominating Committee"). The Board determined that each
of Mr. DeMatteo and Ms. Warren qualifies as an "independent director" for
purposes of the NYSE listing standards and for purposes of serving on the
Corporate Governance and Nominating Committee.
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New Director Compensation
In connection with their service on the Board, the New Directors are entitled to
receive the compensation and equity awards applicable to all of the Company's
non-employee directors. Accordingly, the New Directors are entitled to an annual
. . .
Item 8.01 Other Events.
On July 18, 2022, the Company issued a press release announcing, among other
things, the appointments of Mr. Dell'Aera, Mr. Wallace, Ms. Warren and
Ms. Eberle Walker to the Board. The press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1 Form of Retention Agreement
99.1 Press Release, dated July 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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