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): June 11, 2024

 

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-37499		46-0599018
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:

(908) 991-2665

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:

 

Title of Class		Trading Symbol		Name of Exchange on which registered
Common Stock, $0.01 par value per share		BNED		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 June 11, 2024, Mr. Michael P. Huseby resigned as Chief Executive Officer of Barnes & Noble Education, Inc. (“BNED” or the “Company”). Pursuant to the terms of that certain Letter Agreement between Mr. Huseby and the Company dated April 15, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 16, 2024, Mr. Huseby will receive a severance amount of $750,000, less applicable withholdings and deductions, following his execution of a release of claims against the Company, and an additional $750,000 in six months. Mr. Huseby has agreed to provide transition services to the Company of up to 20 hours per month for a six-month period following his departure.

Effective on June 11, 2024, the Board of Directors of the Company appointed Mr. Jonathan Shar, age 55, to the position of Chief Executive Officer. There were no changes to Mr. Shar’s compensation as a result of the appointment.

Mr. Shar has served as the Company’s Executive Vice President, BNED Retail and President, Barnes & Noble College Booksellers, LLC since October 2021. Prior to that, he served as Executive Vice President, Retail. Previously, Mr. Shar served as Senior Vice President, Revenue and Product Development for the Company. Prior to joining BNED in 2018, Mr. Shar was Chief Marketing Officer at Akademos, Inc., an e-commerce and digital marketing company that provides online bookstore services, from 2014 to 2018. He previously was the General Manager of NOOK Digital Content at Barnes & Noble, Inc. where he oversaw business development, product development and marketing for the Global NOOK Newsstand, NOOK Video and NOOK Apps digital businesses. Prior to his nearly five years with NOOK, he served as Senior Vice President and General Manager at CNNMoney, responsible for the CNNMoney website and mobile franchise. Prior to that, he was Vice President of Consumer Marketing at Sports Illustrated Group and Director of Consumer Marketing for FORTUNE Magazine Group.

There are no family relationships between Mr. Shar and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Mr. Shar or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.

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.

Date: June 12, 2024

 

BARNES & NOBLE EDUCATION, INC.
By:		/s/ Michael C. Miller
Name:		Michael C. Miller
Title:		Executive Vice President, Corporate Development & Affairs and Chief Legal Officer