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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.

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On December 13, 2018, Mr. Patrick H. Maloney resigned as Executive Vice President, Operations of Barnes & Noble Education, Inc. (the “Company”) and President, Barnes & Noble College Booksellers, LLC (“BNC”), each effective as of April 27, 2019.

In connection with Mr. Maloney’s resignation, the Company and Mr. Maloney entered into a retirement letter agreement (the “Retirement Letter Agreement”). to the terms of the Retirement Letter Agreement, effective April 27, 2019, Mr. Maloney will receive, among other things, a lump sum payment of an amount equal to 1.0 times the sum of (i)base salary ($767,000), (ii)the average of the annual bonuses actually paid with respect to the three completed years preceding the date of Mr. Maloney’s termination of employment ($1,018,051) and (iii)the aggregate annual dollar amount of the payments made or to be made in respect of employee benefits, car allowances and Company-paid life and disability insurance ($57,501), totaling $1,842,552 in the aggregate. In addition, subject to the terms and conditions of the Retirement Letter Agreement, including Mr. Maloney’s cooperation in the transition of his role, the Company will pay Mr. Maloney a cash transition payment of $657,448. As a condition to payment of all of the foregoing amounts, Mr. Maloney will execute a release of claims in favor the Company, BNC, and its affiliates following his termination of employment.

The foregoing summary of the Retirement Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Retirement Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On December 13, 2018, the Board appointed the Company’s current Chief Financial Officer, Mr. Barry Brover, age 57, to Executive Vice President, Operations of the Company and Executive Vice President of BNC, effective as of January 1, 2019. In connection with his appointment, Mr. Brover will assume additional operational responsibilities for the Company and BNC, and report to Michael Huseby, the Company’s Chairman and Chief Executive Officer. In connection with Mr. Brover’s appointment as Executive Vice President, Operations of the Company and Executive Vice President of BNC, Mr. Brover’s base salary will be increased to $610,000 per year, and his target bonus will be raised to 50%.

On December 13, 2018, the Board appointed Mr. Thomas Donohue, age 48, to the role of Executive Vice President, Chief Financial Officer of the Company, effective as of January 1, 2019, reporting to Michael Huseby, the Company’s Chairman and Chief Executive Officer. In connection with Mr. Donohue’s appointment as the Company’s Chief Financial Officer, his base salary will be increased to $500,000 per year, and his target bonus percentage raised to 60%. Mr. Donohue most recently served as Senior Vice President, Treasurer and Investor Relations of the Company. Prior to that, he served as Vice President, Treasurer, of Barnes & Noble, Inc. from June 2012 until the Company’s spin-off from Barnes & Noble, Inc. Prior to joining Barnes & Noble, Inc., he spent 12 years at the Interpublic Group of Companies, a global provider of advertising and marketing services, where he served as Vice President, Assistant Treasurer, International. He graduated from Loyola University in Maryland and received his MBA from the University of Notre Dame.

There are no family relationships between Messrs. Donohue and Brover and any director or executive officer of the Company, and they do not have any direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Barnes & Noble Education, Inc. Exhibit
EX-10.1 2 exhibit101retirementletter.htm EXHIBIT 10.1 RETIREMENT LETTER Exhibit Exhibit 10.1BARNES & NOBLE EDUCATION,…
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About BARNES & NOBLE EDUCATION, INC. (NYSE:BNED)

Barnes & Noble Education, Inc. is a contract operator of bookstores on college and university campuses across the United States and a provider of digital education services. The Company offers a support system, and a retail and digital learning experience for students. Through its subsidiary, Barnes & Noble College Booksellers, LLC, the Company operates approximately 750 campus bookstores and the school-branded e-commerce sites for each store, serving over five million college students and their faculty. The Company offers a set of products and services to help students, faculty and administrators achieve their shared educational and social goals. Its suite of product offerings includes Textbook and Course Material Sales, Textbook and Course Material Rentals, General Merchandise, Trade, Digital Education and Brand Partnerships. The Company also offers other merchandise, such as laptops and other technology products, notebooks, backpacks, school and dormitory supplies and related items.

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