Item 1.01 Entry into a Material Definitive Agreement.

On June 25, 2022, Barnes & Noble Education, Inc., a Delaware corporation (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Outerbridge Capital Management, LLC and certain of its affiliates signatory thereto (collectively, "Outerbridge").

Pursuant to the Cooperation Agreement, the Company agreed to nominate Mr. Rory Wallace, Chief Investment Officer of Outerbridge Capital Management, LLC, for election to the Board of Directors of the Company (the "Board") at the 2022 Annual Meeting of stockholders (the "2022 Annual Meeting") and appoint Mr. Wallace to the Board if, prior to the 2022 Annual Meeting, an incumbent director resigns from the Board, subject to the satisfactory completion of a customary vetting process. In addition, the Cooperation Agreement provides (i) that following the 2022 Annual Meeting the Board will be limited to a maximum of nine directors, (ii) for customary non-voting observation rights on the Board for Mr. Wallace until the earlier of his appointment to the Board and the 2022 Annual Meeting and (iii) for customary director replacement rights during the standstill period described below.

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. Michael Huseby, by appointing Vice Admiral John R. Ryan as Chairman of the Board and discontinuing the role of lead independent director previously held by Mr. Ryan.

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 Board for election at any annual or special meeting during the standstill period and (ii) in accordance with the recommendation of the Board on any other proposals or other business (other than certain extraordinary transactions) that comes before any annual or special meeting during the standstill period.

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 June 27, 2022, the Company issued a press release announcing entry into the Cooperation Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit
  No.                                    Description

10.1          Cooperation Agreement, dated June 25, 2022, by and among Barnes &
            Noble Education, Inc. and Outerbridge Capital Management, LLC and
            certain of its affiliates signatory thereto.

99.1          Press Release, dated June 27, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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

© Edgar Online, source Glimpses