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
(Amendment No. )
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|¨||Soliciting Material Pursuant to § 240.14a-12|
Barnes & Noble, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On November 8, 2010, Barnes & Noble, Inc. sent the following letter to shareholders:
November 8, 2010
Barnes & Nobles Special Meeting will be held in less than two weeks, and your continued support for the Companys Shareholder Rights Plan is extremely important. The Rights Plan protects your investment by preventing one or more individuals from gaining control of your company without offering you full value for your shares.
LEADING PROXY ADVISORY FIRMS ALL RECOMMEND RATIFICATION OF RIGHTS PLAN
All three of the nations leading proxy advisory firms ISS, Glass Lewis and Proxy Governance have recommended that Barnes & Noble shareholders vote FOR ratification of the Rights Plan. These firms considered the Boards reasons for adopting the Rights Plan, the protections offered by the Rights Plan, and the potential threat the Company could face without it, and concluded that the Rights Plan is a benefit that will serve the best interests of shareholders.
In making its recommendations in support of the Companys Rights Plan, ISS concluded the following:
The pill has a reasonable threshold and term, does not limit the ability of a future board to redeem the pill, and was implemented in response to a specific threat. (ISS Report, November 4, 2010, p. 5)
Glass Lewis also supported the Boards adoption of the Rights Plan, stating:
The board appears to have acted with good faith with the adoption of a Rights Agreement and to have demonstrated a proper process in reaching its decision. (Glass Lewis Report, November 1, 2010, p. 7)
In its report, Proxy Governance said:
we believe it is in shareholders interest to maintain the pill at this time given the ongoing strategic review process; the pill supports a well-structured sale process, safeguarding shareholders from opportunistic offers. (Proxy Governance Report, November 5, 2010, page 5)
PROTECT YOUR INVESTMENT BY VOTING FOR RATIFICATION OF THE RIGHTS PLAN ON THE WHITE PROXY CARD TODAY
Your vote is important no matter how many shares you own. The Board recommends that you use the enclosed WHITE proxy card to vote FOR ratification of the Rights Planby telephone or Internet, or by signing, dating and returning the WHITE proxy card today in the postage-paid envelope provided.
A Special Committee of your Board of Directors is currently conducting a review of strategic alternatives, and that makes your support for the Rights Plan more important than ever. As part of this review, the Special Committee is looking at ways to enhance shareholder value, including soliciting
offers for a potential sale of the Company. The Rights Plan protects the strategic review process by encouraging potential acquirors to work within the Special Committees process and negotiate a transaction that is in the best interests of the Company and all of its shareholders.
We appreciate your continued support,
THE BOARD OF DIRECTORS OF BARNES & NOBLE
You can vote your shares by telephone or via the Internet.
Please follow the easy instructions on the enclosed card.
If you have questions about how to vote your shares on the WHITE proxy card,
or need additional assistance, please contact the firm
assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (877) 456-3422
Banks and Brokers Call Collect: (212) 750-5833
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 has mailed the definitive proxy statement to its shareholders, which definitive proxy statement was amended on November 2, 2010. 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, the amendment thereto 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. When used in this communication, the words anticipate, believe, estimate, expect, intend, may, plan, will and similar expressions, as they relate to Barnes & Noble or the management of Barnes & Noble, identify 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.
Permission to use quotes neither sought nor obtained.