Current Report Filing (8-k)
November 12 2020 - 09:04AM
Edgar (US Regulatory)
false000163411700016341172020-09-232020-09-23
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): November 9,
2020
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BARNES & NOBLE EDUCATION, INC. |
(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 |
(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 |
(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:
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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.
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Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 9, 2020, Kanuj Malhotra submitted his resignation as an
officer of Barnes & Noble Education, Inc. (the “Company”),
effective as of November 30, 2020 (the “Resignation Date”), in
conjunction with the consolidation and elimination of the roles of
Executive Vice President, Corporate Development and President,
Digital Student Solutions, previously held by Mr.
Malhotra.
In connection with Mr. Malhotra’s resignation, the Company and Mr.
Malhotra entered into a resignation letter agreement (the
“Resignation Letter”). Pursuant to the terms of the Resignation
Letter, effective November 30, 2020, Mr. Malhotra will receive,
among other things, a lump sum payment of an amount equal to 1.0
times the sum of (i) his base salary ($550,000), (ii) his target
annual bonus for the 2021 fiscal year ($550,000), and (iii) the
aggregate dollar amount of the payments made or to be made in
respect of employee benefits for eighteen months ($41,500),
totaling $1,141,500 in the aggregate. In addition, subject to the
terms and conditions of the Resignation Letter, including Mr.
Malhotra’s cooperation in the transition of his responsibilities
through the Resignation Date, the Company will pay Mr. Malhotra his
target fiscal year 2021 second quarter target bonus of $99,000, in
cash. As a condition to payment of all of the foregoing amounts,
Mr. Malhotra will execute a release of claims in favor the Company
and its affiliates following his termination of
employment.
The foregoing summary of the Resignation Letter is not complete and
is qualified in its entirety by reference to the full text of the
Resignation Letter, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
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: November 12, 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) |