Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Amendment, among other matters, the Company agreed to renominate
for election to the Board of Directors of the Company (the "Board") at the
Company's 2021 annual meeting of stockholders (the "2021 Annual Meeting") each
of Mr.
In addition, the Amendment extends Outerbridge's voting and standstill restrictions contained in the Cooperation Agreement until 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 2022 annual meeting of stockholders.
The description of the Amendment contained herein is qualified in its entirety by reference to the full text of the Amendment, 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 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Letter Agreement, datedJuly 22, 2021 , by and amongBarnes & Noble Education, Inc. andOuterbridge Capital Management, LLC and certain of its affiliates signatory thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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