The investment firm Outerbridge Capital filed a notice with the Securities & Exchange Commission yesterday declaring its intention to nominate four candidates to run for the board of directors of Barnes & Noble Education.
In a statement, B&NE said it was “surprised” to receive correspondence from Outerbridge about their plans to nominate four candidates “given our continued dialogue.” B&NE said that the company has had ongoing discussions with Outerbridge over the last several months, with the most recent meeting occurring June 26. With a 13.5% stake in B&NE, Outerbridge is one of the company's largest shareholders, and its proposed candidates could represents a challenge to the current board.
In its statement, B&NE noted that its board is "comprised of seven highly qualified directors, six of whom are independent and all of whom take their fiduciary duty to stockholders seriously and all of whom are well equipped to govern the company with strict accountability."
Outerbridge’s nominees are Mike Alfred, CEO of Digital Assets Data, Inc; David Kim, founder and CEO of PineTech Ventures; Zachary Levenick, a private investor; and Lowell Robinson, a board member of Medley Capital Corporation.
In late 2019, B&NE announced that it was initiating a “strategic review” to examine various options, which, the company said, involved new partnerships, joint ventures, and other potential opportunities. The review process is continuing, although the Covid-19 pandemic has dramatically changed the college store business environment.
B&NE said its corporate governance and nominating committee and the entire board “will carefully review and consider Outerbridge’s director candidates, as well as the validity of the purported nomination notice delivered by Outerbridge.”
The company said a formal recommendation regarding director nominees will be included in B&NE’s proxy statement, which will be filed with the SEC and mailed to all stockholders eligible to vote at the 2020 annual meeting. No date has been announced for the meeting. The company is due to report results for fiscal 2020 on July 9.