michaelhusebypoa022817

0001634117-17-000039.txt : 20170307 0001634117-17-000039.hdr.sgml : 20170307 20170307164543 ACCESSION NUMBER: 0001634117-17-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170305 FILED AS OF DATE: 20170307 DATE AS OF CHANGE: 20170307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Barnes & Noble Education, Inc. CENTRAL INDEX KEY: 0001634117 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 460599018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 908-991-2665 MAIL ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUSEBY MICHAEL CENTRAL INDEX KEY: 0001274572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 17672555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR STREET 2: C/O CHARTER COMMUNICATIONS CITY: ST LOUIS STATE: MO ZIP: 63131 4 1 wf-form4_148892313007004.xml FORM 4 X0306 4 2017-03-05 0 0001634117 Barnes & Noble Education, Inc. BNED 0001274572 HUSEBY MICHAEL C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAIN VIEW BLVD. BASKING RIDGE NJ 07920 1 1 0 0 Executive Chairman Common Stock 2017-03-05 4 F 0 11160 9.71 D 385804 D Shares withheld by the Issuer on vesting of restricted stock units (payable solely in common stock of the Issuer on each vesting date) to cover applicable withholding taxes. Exhibit 24 - Power of Attorney for Michael Huseby /s/ Suzanne E. Andrews, as attorney-in-fact for Michael Huseby 2017-03-07 EX-24 2 michaelhusebypoa022817.htm MICHAELHUSEBYPOA022817 michaelhusebypoa022817

POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Suzanne E. Andrews and Barry F. Brover, each of whom may act individually, as my true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned all forms or documents (collectively, the “Forms”) to be filed under the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the “Exchange Act”) with respect to transactions by the undersigned in securities issued by Barnes & Noble Education, Inc. (the “Company”), including without limitation any Forms 3, 4 or 5, Form 144 or Schedule 13D, and any amendments to any of the foregoing; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms and timely file such Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned understands and confirms that the Forms executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, and shall not be liable or responsible for, nor shall the Company be liable or responsible for, any of the undersigned’s responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to securities issued by the Company, unless earlier revoked with respect to any of the attorneys-in-fact named herein by the undersigned in a signed writing delivered to such person or persons or the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of February, 2017. /s/ Michael P. Huseby Name: Michael P. Huseby STATE OF NEW JERSEY ) ) ss: COUNTY OF Somerset ) BE IT REMEMBERED, that on this 28th day of February, 2017, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared Michael P. Huseby, who I am satisfied is the person who signed this instrument, and to whom I first made known the contents thereof, and thereupon he acknowledged he signed, sealed, and delivered the same in his capacity as his voluntary act and deed for the uses and purposes therein expressed. IN WITNESS WHEREOF, I hereunto set my hand. Name: /s/ Annmarie Bergeman Notary Public of the State of New Jersey My Commission Expires: 9/4/18