Barnes & Noble Education, Inc. (NYSE: BNED), a leading
solutions provider for the education industry, today confirmed that
it has received correspondence from Outerbridge Capital regarding
its intent to nominate four director candidates to stand for
election at BNED’s 2020 Annual Meeting of Stockholders.
The Company issued the following statement:
The BNED Board of Directors is committed to
acting in the best interests of the Company and its stockholders.
As part of that commitment, BNED strives to maintain open,
constructive communications with its stockholders and as previously
disclosed, has engaged in discussions with Outerbridge over the
last several months. As recently as last Friday, the management
team and Board had substantive engagement with Outerbridge, and we
were surprised to receive its nomination correspondence given our
continued dialogue.
The BNED Board is comprised of seven highly
qualified directors, six of whom are independent and all of whom
take their fiduciary duty to stockholders seriously and all of whom
are well equipped to govern the Company with strict accountability.
Together, the BNED directors possess significant expertise in areas
relevant and important to the business, including education,
finance, technology, governance and leadership.
Our Board and management team remain focused
on BNED’s strategic transformation to create value for our
stockholders and deliver on our mission of serving students and our
campus partners. We continue to expand the digital offerings of our
retail and wholesale segments and grow our direct-to-student DSS
segment through significant investments in product development,
content and strategic acquisitions. As part of our transformation,
we have successfully implemented a new go-to-market strategy across
both our retail and wholesale segments, focused on driving more
positive renewal and new business outcomes. As we continue to
improve our sales execution, we are focused on actively managing
our expense and capital spending during our transformation to
digital platforms and offerings.
As we work to adapt to the industry’s rapid
evolution, we have moved beyond the proof of concept phase for each
of our key strategic initiatives and are now focused on
accelerating their execution. We are confident these initiatives
will position BNED for growth and drive additional revenue and cash
flow as we realize our vision of becoming a premier provider of
both physical and digital educational services.
The Corporate Governance and Nominating Committee and the BNED
Board will carefully review and consider Outerbridge’s director
candidates, as well as the validity of the purported nomination
notice delivered by Outerbridge. A formal recommendation regarding
director nominees will be included in the Company’s proxy statement
and other materials, to be filed with the U.S. Securities and
Exchange Commission and mailed to all stockholders eligible to vote
at the 2020 Annual Meeting.
Morgan Stanley is serving as financial advisor to BNED and
Gibson, Dunn & Crutcher LLP is serving as legal advisor.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a
leading solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
wholesale capabilities and more. BNED is a company serving all who
work to elevate their lives through education, supporting students,
faculty and institutions as they make tomorrow a better, more
inclusive and smarter world. For more information, visit
www.bned.com.
Forward-Looking Statements
This press release contains certain “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 beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to 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 light of these risks, uncertainties and
assumptions, the future events and trends discussed in this press
release may not occur and actual results could differ materially
and adversely from those anticipated or implied in the
forward-looking statements. Such statements reflect our current
views with respect to future events, the outcome of which is
subject to certain risks, including, among others: general
competitive conditions, including actions our competitors and
content providers may take to grow their businesses; a decline in
college enrollment or decreased funding available for students;
decisions by colleges and universities to outsource their physical
and/or online bookstore operations or change the operation of their
bookstores; implementation of our digital strategy may not result
in the expected growth in our digital sales and/or profitability;
the risk that digital sales growth does not exceed the rate of
investment spend; the performance of our online, digital and other
initiatives, integration of and deployment of, additional products
and services including new digital channels, and enhancements to
higher education digital products, and the inability to achieve the
expected cost savings; the risk of price reduction or change in
format of course materials by publishers, which could negatively
impact revenues and margin; the general economic environment and
consumer spending patterns; decreased consumer demand for our
products, low growth or declining sales; the strategic objectives,
successful integration, anticipated synergies, and/or other
expected potential benefits of various acquisitions may not be
fully realized or may take longer than expected; the integration of
the operations of various acquisitions into our own may also
increase the risk of our internal controls being found ineffective;
changes to purchase or rental terms, payment terms, return
policies, the discount or margin on products or other terms with
our suppliers; our ability to successfully implement our strategic
initiatives including our ability to identify, compete for and
execute upon additional acquisitions and strategic investments;
risks associated with operation or performance of MBS Textbook
Exchange, LLC’s point-of-sales systems that are sold to college
bookstore customers; technological changes; risks associated with
counterfeit and piracy of digital and print materials; our
international operations could result in additional risks; our
ability to attract and retain employees; risks associated with data
privacy, information security and intellectual property; trends and
challenges to our business and in the locations in which we have
stores; non-renewal of managed bookstore, physical and/or online
store contracts and higher-than-anticipated store closings;
disruptions to our information technology systems, infrastructure
and data due to computer malware, viruses, hacking and phishing
attacks, resulting in harm to our business and results of
operations; disruption of or interference with third party web
service providers and our own proprietary technology; work
stoppages or increases in labor costs; possible increases in
shipping rates or interruptions in shipping service; product
shortages, including decreases in the used textbook inventory
supply associated with the implementation of publishers’ digital
offerings and direct to student textbook consignment rental
programs, as well as the risks associated with the impacts that
public health crises may have on the ability of our suppliers to
manufacture or source products, particularly from outside of the
United States; changes in domestic and international laws or
regulations, including U.S. tax reform, changes in tax rates, laws
and regulations, as well as related guidance; enactment of laws or
changes in enforcement practices which may restrict or prohibit our
use of texts, emails, interest based online advertising, recurring
billing or similar marketing and sales activities; the amount of
our indebtedness and ability to comply with covenants applicable to
any future debt financing; our ability to satisfy future capital
and liquidity requirements; our ability to access the credit and
capital markets at the times and in the amounts needed and on
acceptable terms; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; and the other risks and uncertainties
detailed in the section titled “Risk Factors” in Part I - Item 1A
in our Annual Report on Form 10-K for the year ended April 27,
2019. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described
as anticipated, believed, estimated, expected, intended or planned.
Subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements in this paragraph. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this press
release.
Important Additional Information
Barnes & Noble Education, Inc. (“BNED”), its directors and
certain of its executive officers are participants in the
solicitation of proxies from stockholders in connection with BNED’s
2020 Annual Meeting of Stockholders. BNED will file a proxy
statement with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with such solicitation of proxies from BNED’s
stockholders. BNED'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS)
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION.
Information regarding the names of BNED’s directors and
executive officers and their respective interests in BNED by
security holdings or otherwise is set forth in BNED’s proxy
statement for the 2019 Annual Meeting of Stockholders, filed with
the SEC on August 15, 2019. To the extent holdings of such
participants in BNED’s securities have changed since the amounts
described in the 2019 proxy statement, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the
SEC.
These documents, including any proxy statement (and amendments
or supplements thereto) and other documents filed by BNED with the
SEC, are available for no charge at the SEC’s website at
http://www.sec.gov and at BNED’s investor relations website at
https://investor.bned.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20200629005823/en/
Media Contact: Carolyn J. Brown Senior Vice President
Corporate Communications and Public Affairs Barnes & Noble
Education, Inc. (908) 991-2967 cbrown@bned.com Joele Frank,
Wilkinson Brimmer Katcher Kelly Sullivan / Tanner Kaufman (212)
355-4449 Investor Contact: Andy Milevoj Vice President
Corporate Finance and Investor Relations Barnes & Noble
Education, Inc. (908) 991-2776 amilevoj@bned.com
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