Rory Wallace to be Nominated for Election to
the Board at the 2022 Annual Meeting
Company Separates Chairman and CEO Roles
Barnes & Noble Education, Inc. (NYSE: BNED), a
leading solutions provider for the education industry, today
announced that it has renewed its cooperation agreement with
Outerbridge Capital Management, LLC (“Outerbridge”), which
currently owns approximately 9.9% of the Company’s outstanding
shares. As part of the agreement, the Company has agreed to
nominate Rory Wallace, Chief Investment Officer of Outerbridge, to
election to the Company’s Board of Directors at the 2022 Annual
Meeting of Stockholders (“Annual Meeting”).
The Company also announced that it will separate the Chairman
and CEO roles, effective immediately. Vice Admiral John R. Ryan,
the Company’s current lead independent director, has been appointed
as Chairman of the Board.
“We look forward to welcoming Rory to our Board as an
independent director,” said John Ryan, Chairman of the Board. “The
Board has gotten to know Rory well over the last several years and
appreciate our collaborative relationship with Outerbridge as we
continue to deliver value for BNED shareholders. We look forward to
benefitting from his insights as we execute on our strategic plan,
including growing course material sales through our inclusive
access offerings, expanding our general merchandise business
through our partnership with Fanatics and Lids and scaling our
digital business as we drive earnings growth and shareholder
returns.”
“Over the last several years, we are pleased to have worked
collaboratively with the Company to advance its strategic
initiatives and continue its growth,” said Mr. Wallace. “With its
enhanced product offerings, highly differentiated retail business,
strong partnerships and the ability to support digital, virtual and
in-person education, BNED is uniquely positioned to support
schools, faculty and students as the education industry continues
to evolve. BNED is an outstanding company, and I look forward to
joining the Board and working closely with my colleagues as we
pursue our common goal of enhancing shareholder value.”
Michael P. Huseby, Chief Executive Officer, commented: “On
behalf of the Board, we also want to congratulate John on his new
role as Chairman of the Board. John has worked tirelessly for the
Company as lead independent director, and it is only natural for
him to take the role as Chairman of the Board, which also reflects
our commitment to best-in-class corporate governance.”
Under the terms of the renewed cooperation agreement, Mr.
Wallace will be the sole Outerbridge nominee to stand for election
to the Company’s Board at the Annual Meeting and will serve on the
Audit and Compensation Committees. The full agreement between BNED
and Outerbridge will be filed in a Form 8-K with the U.S.
Securities and Exchange Commission.
Paul Hastings LLP is serving as legal counsel to the Company.
Olshan Frome Wolosky LLP is serving as legal counsel to
Outerbridge.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading
solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
unparalleled best-in-class assortment of school apparel through a
strategic alliance with Fanatics and Lids, wholesale capabilities
and more. BNED is a company serving all who work to elevate their
lives through education, supporting students, faculty and
institutions as they make tomorrow a better, more inclusive and
smarter world. For more information, visit www.bned.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 and information relating to us and our business that are
based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make, including any statements made in regards to our
response to the COVID-19 pandemic. In light of these risks,
uncertainties and assumptions, the future events and trends
discussed in this press release may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Such statements reflect
our current views with respect to future events, the outcome of
which is subject to certain risks, including, among others: risks
associated with COVID-19 and the governmental responses to it,
including its impacts across our businesses on demand and
operations, as well as on the operations of our suppliers and other
business partners, and the effectiveness of our actions taken in
response to these risks; general competitive conditions, including
actions our competitors and content providers may take to grow
their businesses; a decline in college enrollment or decreased
funding available for students; decisions by colleges and
universities to outsource their physical and/or online bookstore
operations or change the operation of their bookstores;
implementation of our digital strategy may not result in the
expected growth in our digital sales and/or profitability; risk
that digital sales growth does not exceed the rate of investment
spend; the performance of our online, digital and other
initiatives, integration of and deployment of, additional products
and services including new digital channels, and enhancements to
higher education digital products, and the inability to achieve the
expected cost savings; the risk of price reduction or change in
format of course materials by publishers, which could negatively
impact revenues and margin; the general economic environment and
consumer spending patterns; decreased consumer demand for our
products, low growth or declining sales; the strategic objectives,
successful integration, anticipated synergies, and/or other
expected potential benefits of various acquisitions may not be
fully realized or may take longer than expected; the integration of
the operations of various acquisitions into our own may also
increase the risk of our internal controls being found ineffective;
changes to purchase or rental terms, payment terms, return
policies, the discount or margin on products or other terms with
our suppliers; our ability to successfully implement our strategic
initiatives including our ability to identify, compete for and
execute upon additional acquisitions and strategic investments;
risks associated with operation or performance of MBS Textbook
Exchange, LLC’s point-of-sales systems that are sold to college
bookstore customers; technological changes; risks associated with
counterfeit and piracy of digital and print materials; our
international operations could result in additional risks; our
ability to attract and retain employees; risks associated with data
privacy, information security and intellectual property; trends and
challenges to our business and in the locations in which we have
stores; non-renewal of managed bookstore, physical and/or online
store contracts and higher-than-anticipated store closings;
disruptions to our information technology systems, infrastructure
and data due to computer malware, viruses, hacking and phishing
attacks, resulting in harm to our business and results of
operations; disruption of or interference with third party web
service providers and our own proprietary technology; work
stoppages or increases in labor costs; possible increases in
shipping rates or interruptions in shipping service; product
shortages, including decreases in the used textbook inventory
supply associated with the implementation of publishers’ digital
offerings and direct to student textbook consignment rental
programs, as well as the risks associated with the impacts that
public health crises may have on the ability of our suppliers to
manufacture or source products, particularly from outside of the
United States; changes in domestic and international laws or
regulations, including U.S. tax reform, changes in tax rates, laws
and regulations, as well as related guidance; enactment of laws or
changes in enforcement practices which may restrict or prohibit our
use of texts, emails, interest based online advertising, recurring
billing or similar marketing and sales activities; the amount of
our indebtedness and ability to comply with covenants applicable to
any future debt financing; our ability to satisfy future capital
and liquidity requirements; our ability to access the credit and
capital markets at the times and in the amounts needed and on
acceptable terms; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; and the other risks and uncertainties
detailed in the section titled “Risk Factors” in Part I - Item 1A
in our Annual Report on Form 10-K for the year ended May 1, 2021.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described as anticipated,
believed, estimated, expected, intended or planned. Subsequent
written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20220627005210/en/
Media Contact: Carolyn J.
Brown Senior Vice President Corporate Communications & Public
Affairs 908-991-2967 cbrown@bned.com
Investor Contact: Andy
Milevoj Vice President Corporate Finance and Investor Relations
908-991-2776 amilevoj@bned.com
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