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
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BARNES & NOBLE EDUCATION, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware | | | | 46-0599018 |
(State
or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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(Address
of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (908) 991-2665 |
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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) |
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□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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□ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.
On February
7, 2020, Mr. Barry Brover submitted his resignation as an officer of Barnes & Noble Education, Inc. (the “Company”) and Barnes & Noble College Booksellers, LLC (“BNC”), effective as of May 2, 2020 (the “Resignation Date”), as a result of the elimination of the positions of Executive Vice President, Operations of the Company and Executive Vice President of BNC, previously held by Mr. Brover. In connection with Mr. Brover’s resignation, the Company and Mr. Brover entered into a resignation letter agreement (the “Resignation Letter”).
Pursuant to the terms of the Resignation Letter, effective May 2, 2020, Mr. Brover will receive, among other things, a lump sum payment of an amount equal to 1.0 times the sum of (i) his base salary ($610,000), (ii) his target annual bonus for the 2020 fiscal year ($610,000), and (iii) the aggregate dollar amount of the payments made or to be made in respect of employee benefits for eighteen months ($25,000), totaling $1,245,000 in the aggregate. In addition, subject to the terms and conditions of the Resignation Letter, including Mr. Brover’s cooperation in the transition of his responsibilities through the Resignation Date, the Company will pay Mr. Brover (i) a transition payment of $445,000, and (ii) a fiscal year 2020 bonus of $305,000, in cash. As a condition to payment of all of the foregoing amounts, Mr. Brover will execute a
release of claims in favor the Company, BNC, and its affiliates following his termination of employment. The foregoing summary of the Resignation Letter is not complete and is qualified in its entirety by reference to the full text of the Resignation Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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. BARNES & NOBLE EDUCATION, INC.
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Title:
| Executive Vice President, Corporate Affairs and Chief Legal Officer |
BARNES & NOBLE EDUCATION, INC.
