---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-210681"
form_type: "8-K"
ticker: "BNED"
cik: "0001634117"
company_name: "Barnes & Noble Education, Inc."
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T14:38:09.891661+00:00"
event_type: "leadership"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# BNED appoints two restructuring specialists to board; creates strategic alternatives committee

## Summary
- Appointed Steven Panagos and Raphael Wallander to the board effective Aug 11, 2023; both have corporate transformation and restructuring experience.
- Board created a Strategic Alternatives Committee to explore and advise on strategic alternatives to effect a Specified Liquidity Transaction.
- Directors Emily Chiu and Daniel DeMatteo will not stand for reelection at the 2023 annual meeting; no disagreement with company.
- Panagos, Wallander, and committee member Rory Wallace receive cash compensation of $45,000/month in lieu of standard director plan.

## SEC filing metadata
- accession: 0001193125-23-210681
- form_type: 8-K
- ticker: BNED
- cik: 0001634117
- company_name: Barnes & Noble Education, Inc.
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: leadership
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1634117/000119312523210681/0001193125-23-210681-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634117/000119312523210681/d519477d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-210681
- JSON: https://secwatch.observer/filing/0001193125-23-210681.json
- Plain text: https://secwatch.observer/filing/0001193125-23-210681.txt

## Key facts
- Executive change
  Raphael Wallander was appointed as Director at Barnes & Noble Education, Inc..
  - Action: appointed
  - Role: Director
  source text: Effective August 11, 2023, the board of directors (the “Board”) of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”) appointed Messrs. Steven Panagos and Raphael Wallander to the Board (the “New Directors”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523210681/0001193125-23-210681-index.htm
- Executive change
  Steven Panagos was appointed as Director at Barnes & Noble Education, Inc..
  - Action: appointed
  - Role: Director
  source text: Effective August 11, 2023, the board of directors (the “Board”) of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”) appointed Messrs. Steven Panagos and Raphael Wallander to the Board (the “New Directors”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523210681/0001193125-23-210681-index.htm

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