Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Cooperation Agreement, the Company agreed to nominate Mr.
Pursuant to the Cooperation Agreement, and concurrently with the execution of
the Cooperation Agreement, the Company separated the roles of Chief Executive
Officer and Chairman of the Board, both previously held by Mr.
The Cooperation Agreement also includes, among other provisions, certain standstill commitments by Outerbridge, including but not limited to restrictions on Outerbridge's ability to (i) engage in any solicitation of proxies or consents, (ii) encourage any person to submit nominees in furtherance of a contested solicitation for the election or removal of directors, (iii) submit any proposal for consideration by stockholders of the Company at any annual or special meeting of stockholders or (iv) acquire voting securities of the Company above certain thresholds. These restrictions apply during a standstill period that will terminate on the date that is five days prior to the last date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company's bylaws with respect to the Company's 2023 annual meeting of stockholders.
The Cooperation Agreement also provides that Outerbridge will vote (i) for all
directors nominated by the
The description of the Cooperation Agreement contained herein is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Cooperation Agreement, datedJune 25, 2022 , by and amongBarnes & Noble Education, Inc. andOuterbridge Capital Management, LLC and certain of its affiliates signatory thereto. 99.1 Press Release, datedJune 27, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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