BARNES & NOBLE EDUCA

BNED
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BARNES & NOBLE EDUCATION, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

07/23/2021 | 04:49pm

Item 1.01 Entry into a Material Definitive Agreement.



On July 22, 2021, Barnes & Noble Education, Inc., a Delaware corporation (the
"Company") entered into a letter agreement (the "Amendment") with Outerbridge
Capital Management, LLC
and certain of its affiliates signatory thereto
(collectively, "Outerbridge"), which amends that certain Cooperation Agreement,
dated as of July 20, 2020 (the "Cooperation Agreement"), by and among the
Company and Outerbridge.



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. Lowell W. Robinson and Mr. Zachary Levenick, each of whom are current
members of the Board serving terms set to expire at the Company's 2021 Annual
Meeting.



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, dated July 22, 2021, by and among Barnes &
Noble Education, Inc.
and Outerbridge Capital Management, LLC and
certain of its affiliates signatory thereto.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)




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