Current Report





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2010 (September 28, 2010)


(Exact name of registrant as specified in its charter)




Delaware    1-12302    06-1196501

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


  122 Fifth Avenue, New York, New York    10011   
  (Address of principal executive offices)    (Zip Code)   

Registrant’s telephone number, including area code: (212) 633-3300

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))




Item 5.07.   Submission of Matters to a Vote of Security Holders.

The 2010 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble, Inc. (the “Company”) was held on September 28, 2010. The preliminary voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

Election of Directors. The Company’s stockholders elected the Board of Directors’ nominees as Directors of the Company by the following vote:

Nominees of the Board of Directors of the Company




Votes For


Votes Withheld

Leonard Riggio

   26,469,641    375,286

David G. Golden

   26,475,809    369,118

David A. Wilson

   26,478,668    366,259
Nominees of Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P. (together, “Yucaipa”)

Ronald W. Burkle

   22,731,679    536,852

Stephen F. Bollenbach

   23,058,542    209,989

Michael S. McQuary

   22,826,210    442,321

Messrs. Riggio and Golden and Dr. Wilson will hold office until the 2013 Annual Meeting of Stockholders of the Company and until their respective successors are elected and qualified.

Ratification of the Appointment of BDO USA, LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 30, 2011. The Company’s stockholders approved the proposal by the following vote:


Votes For


Votes Against



49,693,731    316,098    103,626

Yucaipa’s Proposal to Amend the Company’s Rights Agreement, dated as of November 17, 2009, as amended February 17, 2010 and June 23, 2010, between the Company and Mellon Investor Services LLC. The Company’s stockholders rejected the proposal by the following vote:


Votes For


Votes Against




   26,522,388    122,766

If the final voting results differ from those set forth above, the Company will file an amendment to this Current Report on Form 8-K to disclose the final results within four business days after such final results are known to the Company.


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 4, 2010    By:   

/s/ Eugene V. DeFelice

      Name: Eugene V. DeFelice
      Title:   Vice President, General Counsel and Secretary