Note 8. Equity and Earnings Per Share

Equity

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of May 2, 2020, 48,297,554 shares of our common stock and 0 shares of our preferred stock were issued and outstanding. Our common stock trades on the NYSE under the symbol “BNED”.

The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders of shares of our common stock do not have cumulative voting rights in the election of directors. The holders of our common stock will be entitled to share ratably in our assets legally available for distribution to our stockholders, subject to the prior distribution rights of preferred stock, if any, then outstanding. The holders of our common stock do not have preemptive rights or preferential rights to subscribe for shares of our capital stock.

We have reserved 10,409,345 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan. See Part II - Item 8. Financial Statements and Supplementary Data - Note 14. Stock-Based Compensation.

On March 25, 2020, our Board of Directors approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of our common stock. The dividend was payable to holders of record as of the close of business on April 10, 2020. The rights will be exercisable only if a person or group acquires 10% or more of our outstanding common stock. Each right will entitle stockholders to buy one one-thousandth of a share of our preferred stock at an established exercise price. The Rights will expire no later than December 31, 2020. For additional information, see the Form 8-K dated March 25, 2020 and filed with the SEC on March 26, 2020.

Share Repurchases

On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $50,000, in the aggregate, of our outstanding common stock. The stock repurchase program is carried out at the direction of management (which may include a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). The stock repurchase program may be suspended, terminated, or modified at any time. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. During the Fiscal 2020, Fiscal 2019 and Fiscal 2018, we did not purchase shares under the stock repurchase program. As of May 2, 2020, approximately $26,669 remains available under the stock repurchase program.

During the Fiscal 2020, Fiscal 2019 and Fiscal 2018, we also repurchased 374,733 shares, 351,043 shares, and 260,531 shares of our common stock in connection with employee tax withholding obligations for vested stock awards, respectively.

Dividends

We paid no other dividends to common stockholders during Fiscal 2020, Fiscal 2019 and Fiscal 2018. We do not intend to pay dividends on our common stock in the foreseeable future.

Earnings Per Share

Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the year. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. During the Fiscal 2020, Fiscal 2019 and Fiscal 2018, average shares of 3,795,603, 2,939,089 and 2,494,799 were excluded from the diluted earnings per share calculation using the two-class method as their inclusion would have been antidilutive, respectively.

The following is a reconciliation of the basic and diluted earnings per share calculation:



(shares in thousands)	53 weeks ended May 2, 2020			52 weeks ended April 27, 2019			52 weeks ended April 28, 2018
Numerator for basic and diluted earnings per share:
Net loss available to common shareholders	$	(38,250	)	$	(24,374	)	$	(252,566	)

Denominator for basic and diluted earnings per share:
Basic and diluted weighted average shares of Common Stock	48,013			47,306			46,763
Loss per share of Common Stock:
Basic	$	(0.80	)	$	(0.52	)	$	(5.40	)
Diluted	$	(0.80	)	$	(0.52	)	$	(5.40	)