---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-196067"
form_type: "8-K"
ticker: "BNED"
cik: "0001634117"
company_name: "Barnes & Noble Education, Inc."
filed_at: "2022-07-18T23:59:59+00:00"
generated_at: "2026-06-24T13:22:07.333075+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# BNED overhauls board: four new directors (including Outerbridge CIO), two resign, retention bonuses for three execs

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-22-196067
- form_type: 8-K
- ticker: BNED
- cik: 0001634117
- company_name: Barnes & Noble Education, Inc.
- filed_at: 2022-07-18T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/d296096d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-196067
- JSON: https://secwatch.observer/filing/0001193125-22-196067.json
- Plain text: https://secwatch.observer/filing/0001193125-22-196067.txt

## Key facts
- Executive change
  Kate Eberle Walker was appointed as Director at Barnes & Noble Education, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm
- Executive change
  Zachary D. Levenick resigned as Director at Barnes & Noble Education, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm
- Executive change
  Mario Dell'Aera was appointed as Director at Barnes & Noble Education, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm
- Executive change
  Denise Warren was appointed as Director at Barnes & Noble Education, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm
- Executive change
  Rory Wallace was appointed as Director at Barnes & Noble Education, Inc..
  - Action: appointed
  - Role: Director
  source text: the Company appointed Mr. Rory Wallace, Chief Investment Officer of Outerbridge, to the Board effective July 15, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm
- Executive change
  Lowell W. Robinson resigned as Director at Barnes & Noble Education, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312522196067/0001193125-22-196067-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.