-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8dWoViXxrhwXjyfBlXfEJiktLuMGkzZLE3sWmB7Wpa01WIdsNtV+U1UUjv4kpIQ VbvrmFzvJ0B2eVeFXORaNA== 0000950138-09-000383.txt : 20090605 0000950138-09-000383.hdr.sgml : 20090605 20090605162857 ACCESSION NUMBER: 0000950138-09-000383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090605 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 09877422 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 8-K 1 june5_8-k.htm B&N\2009 FILINGS\JUNE 5 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

 

Date of report (Date of earliest event reported)

June 5, 2009 (June 2, 2009)

 

BARNES & NOBLE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-12302

06-1196501

(Commission File Number)

(IRS Employer Identification No.)

 

 

122 Fifth Avenue, New York, NY

10011

(Address of Principal Executive Offices)

(Zip Code)

 

(212) 633-3300

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)    On June 2, 2009, at the Annual Meeting of Stockholders (the "Annual Meeting") of Barnes & Noble, Inc. (the "Company"), the Company’s stockholders approved the Barnes & Noble, Inc. 2009 Incentive Plan (the “Incentive Plan"). A description of the material terms of the Incentive Plan is set forth at Proposal 2, under the heading "Approval of the Barnes & Noble, Inc. 2009 Incentive Plan" in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 16, 2009 (the "Proxy Statement"), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is included as Appendix A to the Proxy Statement and is incorporated herein by reference.

 

At the Annual Meeting our stockholders also approved the Barnes & Noble, Inc. 2009 Executive Performance Plan (the "Performance Plan"). A description of the material terms of the Performance Plan is set forth at Proposal 3, under the heading "Approval of the Barnes & Noble, Inc. 2009 Executive Performance Plan" in the Proxy Statement, which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Performance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Performance Plan, a copy of which is included as Appendix B to the Proxy Statement and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

 

(d)

Exhibits

 

 

Exhibit No.

 

Description

 

 

 

 

 

10.1

 

Barnes & Noble, Inc. 2009 Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2009).

 

 

10.2

 

Barnes & Noble, Inc. 2009 Executive Performance Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2009).

 

 

SIGNATURES

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 hereunto duly authorized.

 

BARNES & NOBLE, INC.
(Registrant)

 

 

 

 

 

By:

/s/ Joseph J. Lombardi

 

 

Joseph J. Lombardi

 

 

Chief Financial Officer

 

 

 

 

Date: June 5, 2009

 

 

 

 

 

 

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