BARNES Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BARNES Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On July 3, 2018, the Board of Directors of Barnes & Noble, Inc. announced the termination of its Chief Executive Officer, Demos Parneros for violations of the Company’s policies. This action was taken by the Company’s Board of Directors who were advised by the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Parneros’ termination is not due to any disagreement with the Company regarding its financial reporting, policies or practices or any potential fraud relating thereto. Mr. Parneros will not receive any severance payment and he is no longer a member of the Company’s Board of Directors.

In order to ensure continuity going forward, the Company has appointed a leadership group to share the duties of the office of the CEO until a new leader is appointed. Those appointed include: Allen Lindstrom, Chief Financial Officer, Tim Mantel, Chief Merchandising Officer and Carl Hauch, Vice President, Stores. Leonard Riggio remains Executive Chairman of the Company and will be involved in its management.

The Company said it will begin an executive search for a new CEO and that no changes in its goals or objectives are planned.

The information specified in Item 5.02(c)(2) with respect to Mr. Lindstrom and Mr. Hauch is included in the Company’s proxy statement, filed on August 7, 2017, and is incorporated by reference herein.

Mr. Mantel, 48, has served as the Company’s Chief Merchandising Officer since February 12, 2018. Prior to that, Mr. Mantel was Chief Merchandising Officer for GNC Corporation, a specialty retailer of health and wellness products, from February 2016 until February 2018, where he led a $2.6 billion product portfolio and helped relaunch GNC’s business model. Before joining GNC Corporation, Mr. Mantel was Senior Vice President, Food Household Essentials and Food Service at Target Corporation, a retail merchant, from June 1994 until January 2015, where he previously served as President Target Sourcing Services.

On July 3, 2018, the Company issued a press release in connection with the termination of Mr. Parneros’ employment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

EX-99.1 2 eh1800847_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1   FOR IMMEDIATE RELEASE Media Contact:   Investor Contact: Mary Ellen Keating   Andy Milevoj Senior Vice President   Vice President Corporate Communications   Investor Relations and Corporate Finance Barnes & Noble,…
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Barnes & Noble, Inc. is a bookseller. The Company is a content and commerce company, which provides access to trade books and other content across its multi-channel distribution platform. It operates in two segments: Barnes & Noble Retail (B&N Retail) and NOOK. The Company is engaged in the sale of trade books (generally hardcover and paperback consumer titles), mass market paperbacks (such as mystery, romance, science fiction and other fiction), children’s books, eBooks and other digital content, textbooks and course-related materials, NOOK and related accessories, bargain books, magazines, gifts, cafe products and services, educational toys and games, music and movies direct to customers through its bookstores or on The Company also offers a textbook rental option to its customers through The Company offers its customers a suite of textbook options-new, used, digital and rental.

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