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): January 31, 2024

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 January 31, 2024, the Compensation Committee of the Board of Directors of Barnes & Noble Education, Inc. (the “Company”) approved an amendment (the “Amendment”) to the existing offer letter agreement dated August 28, 2023 between the Company and Mr. Kevin Watson (the “Offer Letter”). Pursuant to the Offer Letter, the Company agreed to provide Mr. Watson with a guaranteed pro rata annual bonus of $306,000 for the 2024 fiscal year (the “2024 Bonus”).

Pursuant to the Amendment, the Company agreed to accelerate payment of two-thirds of the 2024 Bonus ($191,250) and pay such portion to Mr. Watson on or around February 2, 2024. The remaining unpaid portion of the 2024 Bonus ($114,750) will be paid following the end of the 2024 fiscal year at the same time as annual bonuses are paid to other senior executives of Company, subject to the terms of the Company’s Fiscal Year 2024 Incentive Compensation Plan.

Except for the acceleration of payment of a portion of the 2024 Bonus as described above, the remaining terms and conditions of the Offer Letter remain in full force and effect.

The above summary of the Amendment is qualified in its entirety by reference to the complete terms and conditions of the Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
10.1	Amendment to Offer Letter Agreement, dated January 31, 2024, with Kevin Watson

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: February 6, 2024	By:	/s/ Michael C. Miller
	Name:	Michael C. Miller
	Title:	Chief Legal Officer and Executive Vice President, Corporate Development & Affairs

EX-10.1

Exhibit 10.1

Cynthia Origlio

VP, Acting Chief HR Officer

coriglio@bned.com

M: 917.841.5991

CONFIDENTIAL

January 31, 2024

Kevin Watson

delivered via email

Dear Kevin:

Pursuant to the offer letter agreement between you and Barnes & Noble Education, Inc. (the “Company”) dated August 28, 2023 (the “Offer Letter”), you are eligible to receive a bonus for the Company’s fiscal year ending on April 27, 2024 (the “2024 Fiscal Year”), with a target of 85% of your annual base salary, and this bonus will be guaranteed pro rata based on the portion of the 2024 Fiscal Year during which you were an employee of the Company, payable following the end of the 2024 Fiscal Year (the “Guaranteed Bonus”). Assuming that your employment continues through the end of the 2024 Fiscal Year, the amount of the Guaranteed Bonus will be $306,000.

I am pleased to let you know that the Compensation Committee of the Company’s Board of Directors has agreed to accelerate payment of $191,250 of the Guaranteed Bonus and payment of this amount, less withholding of applicable taxes and other deductions, which will be paid on or about February 2, 2024.  The remainder of your Guaranteed Bonus ($114,750) will be paid following the end of the 2024 Fiscal Year at the same time as annual bonuses are paid to other senior executives of Company, subject to the terms of the Company’s Fiscal Year 2024 Incentive Compensation Plan.

This letter agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, and arrangements, oral or written, between you and the Company with respect to the subject matter hereof. Except as otherwise provided herein, the terms of your Offer Letter remain in full force and effect.

The terms of this letter agreement may not be amended or modified except by an instrument in writing signed by you and the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this letter agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. Neither this letter agreement nor any rights or obligations that either party may have by reason of this letter agreement are assignable by you without the prior written consent of the Company. This letter agreement may be executed and sent via electronic transmission and in one or more counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

Please sign below to accept the terms of this letter agreement and return a signed copy of the letter agreement to me at coriglio@bned.com.

Very truly yours,

/s/ Cynthia Origlio

Cynthia Origlio

VP, Acting Chief Human Resources Officer

Barnes & Noble Education

Agreed and Accepted:

/s/ Kevin Watson

Kevin Watson

January 31, 2024

Date

XML

Cover	Jan. 31, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 31, 2024
Entity Registrant Name	BARNES & NOBLE EDUCATION, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-37499
Entity Tax Identification Number	46-0599018
Entity Address, Address Line One	NJ
Entity Address, Address Line One	120 Mountainview Blvd.,
Entity Address, City or Town	Basking Ridge,
Entity Address, Postal Zip Code	07920
City Area Code	(908)
Local Phone Number	991-2665
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
Amendment Flag	false
Entity Central Index Key	0001634117