false 0001634117 0001634117 2023-04-12 2023-04-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2023

 

 

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-37499   46-0599018

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (908) 991-2665

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class

  

Trading

Symbol

  

Name of Exchange

on which registered

Common Stock, $0.01 par value per share   BNED   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

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

On April 12, 2023, Thomas D. Donohue submitted his resignation as Executive Vice President, Chief Financial Officer (“CFO”) of Barnes & Noble Education, Inc. (the “Company”), effective as of April 28, 2023, to pursue other opportunities and interests. There were no disagreements between the Company and Mr. Donohue on any matter related to the Company’s operations, policies or practices, nor are any separation-related compensation payments contemplated. The Company has launched an external search and, in the interim, Mr. Donohue’s former duties will be performed by the Company’s existing finance team under the supervision of Michael Huseby, the Company’s Chief Executive Officer, with ongoing oversight from the Audit Committee of the Company’s Board of Directors.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 13, 2023
BARNES & NOBLE EDUCATION, INC.
By:  

/s/ Michael C. Miller

Name:   Michael C. Miller
Title:   Executive Vice President, Corporate Development & Affairs and Chief Legal Officer
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