8-K
filed July 18, 2022, 7:59 PM ET
ticker BNED
CIK 0001634117
leadership
confidence high
sentiment neutral
materiality 0.60
BNED overhauls board: four new directors (including Outerbridge CIO), two resign, retention bonuses for three execs
Barnes & Noble Education, Inc.
- Zachary Levenick and Lowell Robinson resigned from board effective July 15, 2022; no disagreement.
- Rory Wallace (Outerbridge CIO), Mario Dell'Aera, Denise Warren, Kate Eberle Walker appointed as independent directors.
- Board increased from 8 to 10 members; Dell'Aera chairs Audit Committee.
- Retention bonuses of $300k each for executives Donohue, Miller, Shar; 50% due Dec 2022, 50% June 2023.
- Cooperation agreement with Outerbridge led to Wallace appointment; company to nominate him at 2022 annual meeting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kate Eberle Walker was appointed as Director at Barnes & Noble Education, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zachary D. Levenick resigned as Director at Barnes & Noble Education, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mario Dell'Aera was appointed as Director at Barnes & Noble Education, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Denise Warren was appointed as Director at Barnes & Noble Education, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rory Wallace was appointed as Director at Barnes & Noble Education, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company appointed Mr. Rory Wallace, Chief Investment Officer of Outerbridge, to the Board effective July 15, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lowell W. Robinson resigned as Director at Barnes & Noble Education, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
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