More Guessing At Barnes & Noble by footnoted

A few weeks ago, we poked at Barnes & Noble for essentially waiting a year to disclose what it had agreed to pay former CEO Michael Huseby when he stepped down on Aug. 2, 2015. As we wrote, while the company had hinted at the number in the 10-Q that it filed on Sept. 10, 2015, it wasn’t until it filed the proxy statement on July 29, 2016, that it spelled out the total: $15.7 million.

And, then, on Aug. 16, the company announced that Huseby’s replacement, Ronald D. Boire, who only joined the company last September, “was not a good fit for the organization and that it was in the best interests of all parties for him to leave the Company.”

Barnes & Noble
Image source: Wikimedia Commons
Barnes & Noble

But it was the 8-K that the company filed on Monday that made us wonder whether Boire would be rewarded on his way out as well as Huseby had been. Unfortunately, the company’s pattern seems to be repeating itself. That’s because the tersely-worded 8-K only had this to say about Boire’s departure: “Pursuant to his employment agreement, Mr. Boire is deemed to have resigned from the Company’s Board of Directors as a result of his departure.”

Even after carefully reading Boire’s employment agreement from July 1, 2015, we still had some questions over what he will wind up walking away with. After all, the language in Monday’s 8-K is pretty vague, so it’s hard to tell whether Boire’s departure was “for cause” or “without cause.”  Although we don’t typically contact the company on this sort of thing, we reached out to Alan McNamara, the company’s senior director for corporate communications, because McNamara had claimed that our Aug. 2 piece was incorrect and that the company’s disclosure on Huseby had been spelled out clearly in the 10-Q.

Unfortunately, we haven’t heard back. Whether that means we’ll all have to wait to find out until the company’s next proxy – which it won’t file until July, 2017 – remains to be seen. Will history repeat itself here, or will the company decide that providing its investors with this information in a timely fashion is the right thing to do?