0001634117-22-000077.txt : 20220725 0001634117-22-000077.hdr.sgml : 20220725 20220725165005 ACCESSION NUMBER: 0001634117-22-000077 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220715 FILED AS OF DATE: 20220725 DATE AS OF CHANGE: 20220725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wallace Rory CENTRAL INDEX KEY: 0001789229 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 221104049 MAIL ADDRESS: STREET 1: 767 3RD AVE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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 3 1 wf-form3_165878218634159.xml FORM 3 X0206 3 2022-07-15 0 0001634117 Barnes & Noble Education, Inc. BNED 0001789229 Wallace Rory C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAINVIEW BLVD. BASKING RIDGE NJ 07920 1 0 0 0 Common Stock 5132753 I by Outerbridge Special Opportunities Fund, LP. /s/ Michael C. Miller, as attorney-in-fact for Rory Wallace 2022-07-25 EX-24 2 poaconformed-wallace.htm POA2022-WALLACE Document



POWER OF ATTORNEY


    KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael C. Miller and Thomas D. Donohue, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to execute for and on his behalf, in the undersigned’s capacity as an officer and/or director of Barnes & Noble Education, Inc. (the “Company”), any Form 3, Form 4 and Form 5, and any and all amendments thereto, and any other documents in connection therewith or other forms or documents required by Section 16(a) of the Securities Exchange Act of 1934 and any rules thereunder (“Section 16(a)”), and to file the same with the Securities and Exchange Commission as required by Section 16(a), granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

    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 the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    Executed in New York, New York on this 10th day of July, 2022.



/s/ Rory Wallace
Rory Wallace