Current Report Filing (8-k)
September 29 2020 - 04:41PM
Edgar (US Regulatory)
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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): September 23,
2020
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BARNES & NOBLE EDUCATION, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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1-37499 |
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46-0599018 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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120 Mountainview Blvd., Basking Ridge, NJ 07920
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(Address of principal executive offices)(Zip Code) |
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Registrant’s telephone number, including area code: |
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(908) 991-2665
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Not Applicable |
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(Former name or former address, if changed since last
report) |
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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:
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Title of Class |
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Trading Symbol |
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Name of Exchange on which registered |
Common Stock, $0.01 par value per share |
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BNED |
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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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On September 23, 2020, the board of directors of Barnes & Noble
Education, Inc. (the “Company”) and Michael P. Huseby, the
Company’s chief executive officer, agreed to amend Mr. Huseby’s
employment agreement to (i) extend the term of the agreement to
September 19, 2022; (ii) reduce Mr. Huseby’s annual target bonus
from 150% to 125% of his base salary; and (iii) use Mr. Huseby’s
annual target bonus (rather than average annual bonuses for prior
years) where applicable for purposes of calculating severance
amounts, which treatment is consistent with the employment
agreements with the Company’s other executive
officers.
The foregoing description of the amendment is subject to and
qualified in its entirety by reference to the full text of the
amendment, a copy of which is included with this filing as Exhibit
10.1.
SIGNATURES
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 thereunto duly
authorized.
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BARNES & NOBLE EDUCATION, INC. |
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Date: September 29, 2020 |
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By: |
/s/ Michael C. Miller |
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Name: |
Michael C. Miller |
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Title: |
Chief Legal Officer and Executive Vice President, Corporate
Affairs |
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BARNES & NOBLE EDUCATION, INC.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |