Barnes & Noble Education (BNED) Renews Cooperation Agreement with Outerbridge

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.

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