Item 1.01 Entry into a Material Definitive Agreement. On March 25, 2020, the Board of Directors (the "Board") of Barnes & Noble Education, Inc., a Delaware corporation (the "Company"), declared a dividend distribution of one right (each, a "Right") for each outstanding share of common stock, par value $0.01, of the Company (the "Common Stock"). The dividend is payable to holders of record as of the close of business on April 10, 2020 (the "Record Date"). The following is a summary description of the Rights. This summary is intended to provide a general description only and is subject to the detailed terms and conditions of the Rights Agreement, dated as of March 25, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent (the "Rights Agent"), a copy of which is attached hereto as Exhibit 4.1, which is incorporated herein by reference (the "Rights Agreement").

1. Issuance of Rights




Each holder of Common Stock as of the Record Date will receive a dividend of one
Right per share of Common Stock. One Right will also be issued together with
each share of Common Stock issued by the Company after the Record Date and prior
to the Distribution Date (as defined in Section 2 below), and in certain
circumstances, after the Distribution Date. New certificates for Common Stock
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference.
Until the Distribution Date:
• the Rights will not be exercisable;



•         the Rights will be evidenced by the certificates for Common Stock (or,
          in the case of book entry shares, by notation in book entry) and not by
          separate rights certificates; and



•         the Rights will be transferable by, and only in connection with, the
          transfer of Common Stock.

2. Distribution Date; Beneficial Ownership

The Rights are not exercisable until the Distribution Date. As of and after the Distribution Date, the Rights will separate from the Common Stock and each Right will become exercisable to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (each whole share, a share of "Preferred Stock") at a purchase price of $20.00 (such purchase price, as may be adjusted, the "Purchase Price"). This portion of a share of Preferred Stock would give the holder thereof approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.



The "Distribution Date" is the earlier of:
•         ten days following a public announcement that a person has become an
          "Acquiring Person" by acquiring beneficial ownership of 10% or more of
          the Common Stock then outstanding (or, in the case of a person that had
          beneficial ownership of 10% or more of the outstanding Common Stock on
          the date the Rights Agreement was executed, by obtaining beneficial
          ownership of additional shares of Common Stock representing 0.5% of the
          shares of Common Stock then outstanding) other than as a result of
          repurchases of Common Stock by the Company or certain inadvertent
          acquisitions; and

--------------------------------------------------------------------------------




•         ten business days (or such later date as the Board shall determine
          prior to the time a person becomes an Acquiring Person) after the
          commencement of a tender offer or exchange offer by or on behalf of any
          person (other than the Company and certain related entities) that, if
          completed, would result in such person becoming an Acquiring Person.


A person will be deemed to "beneficially own" any Common Stock if such person or
any affiliated or associated person of such person:
•         is considered a "beneficial owner" of the Common Stock under Rule 13d­3
          of the General Rules and Regulations under the Securities Exchange Act
          of 1934, as amended and as in effect on the date of the Rights
          Agreement;



•         has the right to acquire the Common Stock, either immediately or in the
          future, pursuant to any agreement, arrangement, or understanding (other
          than a customary underwriting agreement relating to a bona fide public
          offering of the Common Stock) or upon the exercise of conversion
          rights, exchange rights, rights, warrants or options, or otherwise,
          except that a person will not be deemed to be a beneficial owner of
          (a) securities tendered pursuant to a tender offer or exchange offer by
          or on behalf of such person or any affiliated or associated persons of
          such person until the tendered securities are accepted for purchase or
          exchange, (b) securities issuable upon exercise of a Right before the
          occurrence of a Triggering Event (as defined in Section 5 below), or
          (c) securities issuable upon exercise of a Right after the occurrence
          of a Triggering Event if the Rights are originally issued Rights or
          were issued in connection with an adjustment to originally issued
          Rights;



•         has the right to vote or dispose of the Common Stock pursuant to any
          agreement, arrangement, or understanding (other than a right to vote
          arising from the granting of a revocable proxy or consent that is not
          also then reportable on a Schedule 13D); or



•         has an agreement, arrangement, or understanding with another person who
          beneficially owns Common Stock and the agreement, arrangement, or
          understanding is for the purpose of acquiring, holding, voting, or
          disposing of any securities of the Company (other than customary
          underwriting agreements relating to a bona fide public offering of
          Common Stock or a right to vote arising from the granting of a
          revocable proxy or consent that is not also then reportable on a
          Schedule 13D).

Certain synthetic interests in securities created by derivative positions-whether or not such interests are considered to be ownership of the underlying common stock or are reportable on a Schedule 13D-are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the rights plan are excepted from such imputed beneficial ownership.

3. Issuance of Rights Certificates

As soon as practicable after the Distribution Date, the Rights Agent will mail rights certificates to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate rights certificates alone will evidence the Rights.

--------------------------------------------------------------------------------

4. Expiration of Rights

The Rights will expire on the earliest of (a) 5:00 p.m., New York time, on December 31, 2020, (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below) (the earliest of (a), (b) and (c) being herein referred to as the "Expiration Date"). 5. Change of Exercise of Rights Following Certain Events

The following described events are referred to as "Triggering Events." (a) Flip-In Event. In the event that a person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, other securities, cash, or other assets of the Company) having a value equal to two times the Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or by certain related parties) will be null and void. (b) Flip-Over Events. In the event that, at any time after a person has become an Acquiring Person, (i) the Company engages in a merger or other business combination transaction in which the Company is not the continuing or surviving corporation or other entity, (ii) the Company engages in a merger or other business combination transaction in which the Company is the continuing or surviving corporation and the Common Stock of the Company are changed or exchanged, or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times the Purchase Price. 6. Redemption

At any time prior to the earlier of (a) a person becoming an Acquiring Person and (b) the Expiration Date (as defined in the Rights Agreement), the Board may direct the Company to redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock, or other consideration deemed appropriate by the Board). Immediately upon the action of the Board directing the Company to redeem the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.01 redemption price. 7. Exchange of Rights

At any time after a person becomes an Acquiring Person but before any person . . .




Item 3.03  Material Modification to Rights of Security Holders.
See the description set out under "Item 1.01 - Entry into a Material Definitive
Agreement," which is incorporated by reference into this Item 3.03.
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the adoption of the Rights Agreement described in Item 1.01
above, the Board of Directors approved a Certificate of Designation,
Preferences, and Rights of Series A Junior Participating Preferred Stock of
Barnes & Noble Education, Inc. (the "Certificate of Designation"). The
Certificate of Designation was filed with the Secretary of State of the State of
Delaware and became effective on March 25, 2020. The Certificate of Designation
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01  Other Events.
Press Release
On March 25, 2020, the Company announced the declaration of the dividend of
Rights and issued a press release relating to such declaration, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Supplemental Risk Factor
The Company is supplementing the risk factors set out under "Item 1A. Risk
Factors" in its Annual Report on Form 10-K for the fiscal year ended April 27,
2019 filed on June, 25, 2019 (the "Form 10-K") with the additional risk factor
set out below. The risk factor below should be read in conjunction with the
other risk factors set out in the Form 10-K.
Our business could be negatively impacted by the recent Coronavirus ("COVID-19")
outbreak or other similar outbreaks.
The recent outbreak of COVID-19, and any other outbreaks of contagious diseases
or other adverse public health developments in the United States or other
countries where we operate or our customers are located, could have a negative
effect on our business, results of operations and financial condition. These
effects could include disruptions or restrictions on our employees' ability to
work effectively, as well as temporary closures of our facilities, retail
stores, and the institutions we serve. The extent to which COVID-19 could impact
our business, results of operations and financial condition is highly uncertain
and will depend on future developments. Such developments may include the
geographic spread and duration of the virus, the severity of the disease and the
actions that may be taken by various governmental authorities and other third
parties in response to the outbreak.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



Exhibit No.      Description
    3.1            Certificate of Designation, Preferences, and Rights of Series
                 A Junior Participating Preferred Stock of Barnes & Noble
                 Education, Inc. (filed herewith).

    4.1            Rights Agreement dated as of March 25, 2020, by and between
                 the Company and Computershare Trust Company, N.A., as rights
                 agent, which includes as Exhibit B the Form of Rights
                 Certificate (filed herewith).

   99.1            Press Release dated March 25, 2020 (filed herewith).

--------------------------------------------------------------------------------




                                   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.
Date: March 25, 2020
BARNES & NOBLE EDUCATION, INC.

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

© Edgar Online, source Glimpses