SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Barnes & Noble, Inc.
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On October 28, 2010, Barnes &
Noble, Inc. sent the following letter to shareholders:
October 28, 2010
We are very pleased that shareholders demonstrated their support for Barnes & Nobles Shareholder Rights Plan at our September 28th Annual Meeting by voting down a proposal to weaken itbut we need your support again for another important vote.
When the Board adopted the Rights Plan last November, we promised to give shareholders the opportunity to vote to ratify the Boards adoption of the Plan within 12 months. That opportunity will come at a special meeting of shareholders on November 17th.
As you may recall, the Rights Plan was adopted after an investor rapidly accumulated nearly 20% of Barnes & Noble stock. A second investor soon thereafter accumulated over 17% of Barnes & Noble stock, at one point giving those two investors as much as 37% of Barnes & Nobles stock in total. We believe that further unchecked accumulation of stock could put shareholders at risk, and we continue to believe the Rights Plan is a critical protection for your investment in Barnes & Noble. The Rights Plan protects investors by limiting a shareholders ability to acquire more than 20% of Barnes & Noble stock without Board approvaland preventing two or more parties from teaming up to take control of your company without making an offer to pay all shareholders full value.
We believe keeping the Rights Plan in place is especially critical because an independent Special Committee of the Board is currently reviewing strategic alternatives to maximize shareholder value. The Special Committees process is designed to treat all potential bidders for the Company equally. Eliminating the Rights Plan now would allow bidders to circumvent that process and could deny shareholders the opportunity to receive the very premium that the Special Committee is working hard to achieve.
We believe the Special Committees strategic review is the best way to get you the premium you deserveand ratifying the Rights Plan will protect the Special Committee process.
The Board recommends that you use the enclosed WHITE proxy card to vote FOR ratification of the Rights Plan. Your vote is importantno matter how many shares you own. Just follow the easy instructions on the enclosed WHITE proxy card to vote by telephone or Internet, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.
We appreciate your continued support.
The Board of Directors of Barnes & Noble
On October 28, 2010, Barnes & Noble, Inc. (Barnes & Noble) filed with the Securities and Exchange Commission (the SEC) a definitive proxy statement in connection with the special meeting of shareholders scheduled to be held on November 17, 2010 and is mailing the definitive proxy statement to its shareholders. Security holders are urged to read the definitive proxy statement and any other relevant documents filed with the SEC when they become available, because they contain (or will contain) important information. Security holders may obtain a free copy of the definitive proxy statement and other documents (when available) that Barnes & Noble files with the SEC at the SECs website at www.sec.gov, at Barnes & Nobles website at www.barnesandnobleinc.com and from Barnes & Noble by directing a request to Barnes & Noble, Inc., Attention: Investor Relations, 122 Fifth Avenue, New York, New York 10011.
This communication contains forward-looking statements. Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the companys products, possible disruptions in the companys computer systems, telephone systems or supply chain, possible risks associated with data privacy and information security, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the companys online, digital and other initiatives, the performance and successful integration of acquired businesses, the success of the companys strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, the results or effects of any governmental review of the companys stock option practices, product and component shortages, effects of the companys evaluation of strategic alternatives and other factors which may be outside of the companys control. Please refer to the companys annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. The company assumes no obligation to update or revise any forward-looking statements.