UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of Barnes & Noble Education, Inc. (the “Company”) appointed Gary Luster, age 57, as Senior Vice President, Chief Accounting Officer, effective as of March 3, 2025. Mr. Luster most recently served as Vice President and Corporate Controller at TerrAscend, a North American cannabis operator, from August 2020 to June 2024. From July 2019 to August 2020, Mr. Luster served as Vice President of Accounting & Reporting at Capri Holdings Limited, the parent company of luxury fashion brands Versace, Jimmy Choo, and Michael Kors. From September 2016 to June 2019, he served as Senior Director and Assistant Controller at Tiffany & Co. (NYSE: TIF) a luxury jewelry and specialty retailer. Mr. Luster holds an MBA in Accounting from Rutgers Graduate School of Management and a Bachelor of Arts in Economics from Rutgers University. He is also a Certified Public Accountant (CPA). There are no family relationships between Mr. Luster and any director, executive officer or person nominated by the Company to become director or executive officer, and there are no transactions between Mr. Luster or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Luster’s appointment as Senior Vice President, Chief Accounting Officer, Mr. Luster and the Company entered into an Executive Employment Agreement (the “Employment Agreement”), pursuant to which Mr. Luster will be entitled to receive an annual base salary of $335,000 and, subject to approval of the board of directors, an award of 30,000 performance stock units (“PSUs”). Mr. Luster will be eligible to participate in the Company’s equity incentive program for executive officers. The Employment Agreement contains customary confidentiality and intellectual property assignment provisions.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1# | Employment Agreement, dated February 19, 2025, with Gary Luster. | |
| 99.1 | Press Release of Barnes & Noble Education, Inc., dated March 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
# Indicates management contract or compensatory plan or arrangement.
SIGNATURE
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 hereunto duly authorized.
| BARNES & NOBLE EDUCATION, INC. | ||||||
| Date: March 6, 2025 | By: | /s/ Jason Snagusky | ||||
| Name: | Jason Snagusky | |||||
| Title: | Chief Financial Officer | |||||