8-K

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): September 23, 2020

BARNES & NOBLE EDUCATION, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-37499	46-0599018
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
120 Mountainview Blvd., Basking Ridge, NJ 07920
(Address of principal executive offices)(Zip Code)
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:

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 September 23, 2020, the board of directors of Barnes & Noble Education, Inc. (the “Company”) and Michael P. Huseby, the Company’s chief executive officer, agreed to amend Mr. Huseby’s employment agreement to (i) extend the term of the agreement to September 19, 2022; (ii) reduce Mr. Huseby’s annual target bonus from 150% to 125% of his base salary; and (iii) use Mr. Huseby’s annual target bonus (rather than average annual bonuses for prior years) where applicable for purposes of calculating severance amounts, which treatment is consistent with the employment agreements with the Company’s other executive officers.

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.

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.
Date: September 29, 2020	By:	/s/ Michael C. Miller
	Name:	Michael C. Miller
	Title:	Chief Legal Officer and Executive Vice President, Corporate Affairs

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated September 24, 2020, with Michael P. Huseby
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-10.1

Exhibit 10.1

BARNES & NOBLE EDUCATION, INC.

120 Mountainview Boulevard

Basking Ridge, New Jersey 07920

September 24, 2020

Mr. Michael P. Huseby

Barnes & Noble Education, Inc.

750 Third Avenue, 6^th Floor

New York, NY 10017

Dear Mr. Huseby:

This amendment (the “Amendment”) amends the employment agreement (the “Agreement”) between you and Barnes & Noble Education, Inc. (the “Company”) dated July 19, 2017. This Amendment is effective as of November 1, 2020.

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 19, 2022 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 125% of the Annual Base Salary.”

3.     Section 3.9(a)(ii) of the Agreement is amended to read as follows: “your target annual bonus for the year of termination”.

4.    Section 3.10(a)(y) of the Agreement is amended to read as follows: “your target annual bonus for the year of termination (or, if higher, as in effect immediately prior to the Change of Control)”.

5.    Except as amended hereby, the Agreement remains in full force and effect.

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/ John R. Ryan        

Name:     John R. Ryan

Title:     Lead Independent Director

Accepted and Agreed to:

MICHAEL P. HUSEBY

By:    /s/ Michael P. Huseby    

Name:     Michael P. Huseby

Date: September 24, 2020

XML

Cover	Sep. 23, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 23, 2020
Entity Registrant Name	BARNES & NOBLE EDUCATION, INC.
Entity Tax Identification Number	46-0599018
Entity File Number	1-37499
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	07920
Entity Address, Address Line One	120 Mountainview Blvd.,
Entity Address, State or Province	NJ
Entity Address, City or Town	Basking Ridge,
Local Phone Number	991-2665
Amendment Flag	false
City Area Code	(908)
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BNED
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001634117