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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 18, 2022
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| BARNES & NOBLE EDUCATION, INC. |
| (Exact name of registrant as specified in its charter) |
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| Delaware | | 1-37499 | | 46-0599018 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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120 Mountainview Blvd., Basking Ridge, NJ 07920 |
| (Address of principal executive offices)(Zip Code) |
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| 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:
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| 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 18, 2022, Barnes & Noble Education, Inc. (the “Company”) provided notice of its intent to propose new terms for the employment agreement with Michael P. Huseby, the Company’s chief executive officer. On June 23, 2022, the parties agreed to amend Mr. Huseby’s employment agreement to:
(i) extend the term of the agreement to September 20, 2023;
(ii) reduce Mr. Huseby’s annual target bonus from 125% to 100% of his base salary;
(iii) with respect to severance payable other than in connection with a “change of control” of the Company, (A) provide that in addition to the Company’s termination of Mr. Huseby’s employment without cause or his resignation for good reason, this severance will be payable if the Company elects not to renew the agreement, (B) reduce the amount of cash severance payable from two times the sum of his annual base salary, annual target bonus for the fiscal year in which the termination occurs and the cost of his benefits, to one times the sum of such amounts, (C) provide for the acceleration of vesting of shares subject to his equity awards that would vest subject solely to his continued employment during the twelve months following the date of his termination, (D) provide that his release of claims must become irrevocable within 60 days following termination and if the time period he has to consider whether to execute such release spans two calendar years, the cash severance will not be paid prior to the first payroll date after January 1 of the second calendar year and (E) provide that if this severance will be subject to Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”), the severance will not be paid until he has incurred a “separation from service” for purposes of Section 409A;
(iv) reduce the amount of cash severance that Mr. Huseby is entitled to if the Company terminates his employment without cause or he resigns for good reason within two years (or the remainder of his term of employment under his employment agreement, whichever is longer) following a “change of control” of the Company, from three times the sum of his annual base salary, annual target bonus for the fiscal year in which the termination occurs and the cost of his benefits, to one times the sum of such amounts; and
(v) agree that if the Company separates the positions of Chief Executive Officer and Chairman of the Board while Mr. Huseby is serving in both roles, he will continue as Chief Executive Officer, and the removal of his authority, duties, responsibilities, and title relating to the Chairman of the Board role will not result in a potential “good reason” event for purposes of the agreement.
The foregoing description of the amendment is subject to and qualified in its entirety by reference to the full text of the amendment, a copy of which is included with this filing as Exhibit 10.1.
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 24, 2022
BARNES & NOBLE EDUCATION, INC.
By: /s/ Michael C. Miller
Name: Michael C. Miller
Title: Executive Vice President, Corporate Development & Affairs and Chief Legal Officer
BARNES & NOBLE EDUCATION, INC.
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 10.1
BARNES & NOBLE EDUCATION, INC.
120 Mountainview Boulevard
Basking Ridge, New Jersey 07920
June 23, 2022
Mr. Michael P. Huseby
Barnes & Noble Education, Inc.
990 Stewart Avenue, Suite 520
Garden City, NY 11530
Dear Michael:
This amendment (the “Amendment”) amends the employment agreement between you and Barnes & Noble Education, Inc. (the “Company”) dated July 19, 2017, as amended effective as of November 1, 2020 (the “Agreement”). This Amendment is effective as of September 1, 2022.
1. The first sentence of Section 2 of the Agreement is amended to read as follows: “The initial term of this Agreement shall continue until September 20, 2023 or, if earlier, the termination of your employment in accordance with the provisions set forth below (the “Initial Term”).”
2. The last sentence of Section 3.2 of the Agreement is amended to read as follows: “Your target bonus for each fiscal year of the Company shall be 100% of the Annual Base Salary.”
3. The first sentence of Section 3.9(a) of the Agreement is amended to read as follows: “In the event that, during the Initial Term or any Renewal Term, (1) your employment is terminated by the Company without Cause, (2) you voluntarily terminate your employment for Good Reason or (3) the Company elects not to renew the term of this Agreement and you thereafter resign your employment effective upon the expiration of the then current Initial Term or Renewal Term, as applicable, then, in addition to the Accrued Obligations (as described in Section 3.9(b)), the Company shall pay you an amount equal to the sum of (i) your then Annual Base Salary, (ii) your target annual bonus for the year of termination, (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.4 and 3.8 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”) and (iv) with respect to each stock option or other equity award relating to the Company’s common stock (each an “Equity Award”), accelerate the vesting of the shares subject to such Equity Award that would vest subject solely to your continued employment during the twelve months following the date of you termination of your employment; provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below).”
4. The last two sentences of Section 3.9(a) of the Agreement are amended to read as follows: “The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in the Release) has expired; provided, however, that if the 60-day period during which you have to consider whether to execute the Release and during which the Release must become irrevocably effective (as specified in the next sentence) spans two calendar years, then no Severance Amount will be paid prior to the first payroll date after January 1 of the
second such calendar year. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company and has not become irrevocable within 60 days of such termination of employment, the Severance Amount shall not be paid, but the Accrued Obligations nevertheless shall be paid.
5. The first sentence of Section 3.10(a) of the Agreement is amended to read as follows: “If at any time during the Initial Term and any Renewal Term (i) there is a Change of Control (as defined below) and (ii) your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason, in either case, within the greater of two years following the Change of Control or the remainder of the Initial Term or any Renewal Term, as applicable, then the Company shall pay you an amount equal to the sum of (x) your then Annual Base Salary, (y) your target annual bonus for the year of termination (or, if higher, as in effect immediately prior to the Change of Control) and (z) the aggregate annual dollar amount of the payments made or to be made by the Company for purposes of providing you with the benefits set forth in Sections 3.4 and 3.8 above, less all applicable withholding and other applicable taxes and deductions (“Change of Control Amount”).”
6. A new sentence is added to the end of Section 6.10 as follows: Notwithstanding your right to receive payment of the Severance Amount pursuant to the terms herein, in no event will any portion of the Severance Amount that qualifies as “nonqualified deferred compensation” under Section 409A of the Code be paid until you have incurred a “separation from service” within the meaning of Section 409A of the Code.
7. Subject to the terms of this Amendment, the Agreement remains in full force and effect.
Furthermore, by signing below, you hereby agree that if the Company determines to separate the positions of Chief Executive Officer and Chairman of the Board while you are serving in both roles, you will continue as Chief Executive Officer, and the removal of your authority, duties, responsibilities, and title relating to the Chairman of the Board role shall not result in a potential “Good Reason” event under the Agreement.
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If the foregoing accurately reflects our agreement, kindly sign and return to us the enclosed duplicate copy of this Amendment.
Very truly yours,
BARNES & NOBLE EDUCATION, INC.
By: /s/ David Golden
David Golden
Chairman of the Compensation Committee of the Board of Directors
Accepted and Agreed to:
MICHAEL P. HUSEBY
/s/ Michael P. Huseby
Michael P. Huseby
Date: June 23, 2022