BASKING RIDGE, N.J.--(BUSINESS WIRE)--Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today announced that it has appointed Lowell W. Robinson to its Board of Directors as an independent director and as a member of the Board’s Audit Committee, effective immediately. The Company also announced it has entered into a cooperation agreement with Outerbridge Capital Management, LLC, which currently owns approximately 13.5% of the Company’s outstanding shares.
“We are pleased to welcome Lowell to our Board as an independent director,” said Michael P. Huseby, Chairman and Chief Executive Officer. “Lowell is a seasoned executive with significant experience in both the digital and education industries, and we look forward to his input as we continue our digital transformation. We are confident we will benefit from his insights as we continue to make significant progress on the execution of our digital strategy and the ongoing review of strategic opportunities by the Board and its advisors.”
“I am honored to join the BNED Board of Directors,” said Mr. Robinson. “BNED is a unique company with significant growth potential, offering innovative digital solutions that are more important than ever to students and educators given the closures of campuses due to COVID-19. I look forward to working closely with the Board and management team to continue building on the momentum of the Company’s key stabilization and growth initiatives to drive long-term value for shareholders.”
Pursuant to the cooperation agreement, Outerbridge will vote all of its shares in favor of all the persons nominated by the Board to serve as directors of the Company at the 2020 Annual Meeting, which will include Mr. Robinson. Additionally, pursuant to the agreement, the Company has agreed to nominate Zachary Levenick as a director candidate for election at the 2020 Annual Meeting. Outerbridge has also agreed to abide by certain customary standstill provisions. The full agreement between BNED and Outerbridge will be filed in a Form 8-K with the U.S. Securities and Exchange Commission.
“We have engaged in a constructive dialogue with BNED over the past year and are pleased to have reached this agreement in support of BNED’s future,” said Rory Wallace, Chief Investment Officer of Outerbridge. “With its unique set of offerings that serve digital, virtual and in-person education, and its highly differentiated retail business, BNED has a special opportunity not only to deliver value to its shareholders and to all stakeholders in the higher education system, but to help shape the future of the industry by stepping forward in this time of disruption. The Company has demonstrated its ability to manage expenses and liquidity while simultaneously growing bartleby® and its inclusive access offerings, First Day® and First Day Complete at an impressive, and accelerating, rate. We remain deeply committed to BNED, which we believe to be an investment opportunity with tremendous standalone and strategic value, and are excited to continue our engagement with management and the Board as we pursue our common goal of enhancing shareholder value.”
Morgan Stanley & Co. is acting as financial advisor to the Company and Gibson, Dunn & Crutcher LLP is acting as legal counsel to the Company. Olshan Frome Wolosky LLP is acting as legal counsel to Outerbridge.
About Lowell W. Robinson
Mr. Robinson has significant public company Board experience, including in the education sector. He is an experienced digital, education, and turnaround and M&A executive. Mr. Robinson has served as a member of the board of Medley Capital Corporation since 2018, where he sits on the Audit Committee and Special Committee of the board. He previously served on the board of Aratana Therapeutics from 2018 until its sale to ELANCO in 2019. He also previously served on the board of EVINE from 2014 to 2018 where he was Chairman of the Audit Committee and served on the Finance Committee. He also served on the board of HigherOne, a fintech education services company, from 2014 until its sale in 2016, where he chaired the Audit Committee and was on the Risk Management Committee. From 2006-2009 Mr. Robinson was chief financial officer and chief operating officer of MIVA, a digital marketing company. He was on the board of Edison Schools from 2002 to 2004, where he chaired the audit committee and was lead director; while on the board of Edison Schools, he was interim CFO for NYU Polytechnic, where he architected a highly successful turnaround. From 2000 to 2002, he served as senior vice president and chief financial officer of HotJobs, which was acquired by Yahoo Inc. Mr. Robinson has also served on the board of each of the University of Wisconsin Business School, the Council for Economic Education, the University of Wisconsin Economics Department, the Harvard Business School Club of New York, and the New York Academy of Sciences. Mr. Robinson received his Bachelor of Arts degree in Economics from the University of Wisconsin – Madison and a Master of Business Administration from Harvard Business School.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading solutions provider for the education industry, driving affordability, access and achievement at hundreds of academic institutions nationwide and ensuring millions of students are equipped for success in the classroom and beyond. Through its family of brands, BNED offers campus retail services and academic solutions, a digital direct-to-student learning ecosystem, wholesale capabilities and more. BNED is a company serving all who work to elevate their lives through education, supporting students, faculty and institutions as they make tomorrow a better, more inclusive and smarter world. For more information, visit www.bned.com.
