Barnes & Noble Education, Inc. (0001634117) (Filer)
SEC · EDGAR 财务披露 · October 23, 2026 at 4:22 PM ET
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): October 22, 2026
| 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.) | |||||||||||||||
180 Park Avenue, Suite 301, Florham Park, NJ | 07932 | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(908) 991-2665 | |||||||||||||||||
| (Registrant’s telephone number, including area code) | |||||||||||||||||
| 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 each class | Trading symbol(s) | Name of each 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. | ||||
On October 22, 2026, Kate Eberle Walker notified Barnes & Noble Education, Inc. (the “Company”) of her decision to resign as a director and member of the Company’s Audit Committee, effective December 1, 2026, in connection with her acceptance of a role leading the US Higher Education business unit of Pearson, plc.
The Company’s Corporate Governance and Nominating Committee is in the process of identifying a replacement for Ms. Eberle Walker on the board and Audit Committee.
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 thereunto duly authorized.
Date: October 23, 2026
BARNES & NOBLE EDUCATION, INC.
By: /s/ Christopher Neumann
Name: Christopher Neumann
Title: General Counsel & Corporate Secretary