-----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, KXS+DJ5O1FPbtJ+6QxoYkUtbrk0ZXmZcO1uhDGqWHZ7ReoVJvaKOIfN9YGTZ1uNI OrN6FjGEJqe48Mij+460ZA== 0000950138-09-000562.txt : 20090826 0000950138-09-000562.hdr.sgml : 20090826 20090826201243 ACCESSION NUMBER: 0000950138-09-000562 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090824 FILED AS OF DATE: 20090826 DATE AS OF CHANGE: 20090826 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUFFY WILLIAM F CENTRAL INDEX KEY: 0001086862 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 091037410 ISSUER: 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 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 4 1 aug26_duffy-4ex.xml BN(NEW)\2009\AUG 26 FORMS 4\DUFFY-4\ X0303 4 2009-08-24 0 0000890491 BARNES & NOBLE INC BKS 0001086862 DUFFY WILLIAM F C/O BARNES & NOBLE INC. 122 FIFTH AVENUE NEW YORK NY 10011 0 1 0 0 EVP Dist. & Logistics Common Stock 2009-08-24 4 A 0 4200 0 A 40472 D Common Stock 4843.68 I By 401(k) Plan Grant of restricted shares vesting in equal annual installments on August 24 of each of the years 2010 through 2013. Holdings under the Barnes & Noble, Inc. 401(k) Plan are reported in units. Therefore, the securities set forth in Column 5 of Table I are units. The number of units reported herein are based on a plan statement dated as of June 30, 2009. The Barnes & Noble, Inc. 401(k) Plan accounts for interests in the Barnes & Noble, Inc. Stock Fund in units consisting of shares of Barnes & Noble, Inc. common stock and a liquidity component. As a result, the number of underlying shares may fluctuate from time to time. EXHIBIT LIST Exhibit 24 - Power of Attorney for William F. Duffy /s/ Joseph Lombardi, as Attorney-in-Fact for William F. Duffy 2009-08-25 EX-24 2 ex24.htm

Exhibit 24

POWER OF ATTORNEY

The undersigned with respect to the matters described herein, hereby constitutes and appoints Jennifer Daniels, Joseph Lombardi and Michelle Smith, each of whom may act individually, as my true and lawful attorney-in-fact to:

(1)

Execute for and on behalf of the undersigned all forms or documents (collectively, the “Forms”) to be filed under the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the “Exchange Act”) with respect to transactions by the undersigned in securities issued by Barnes & Noble, Inc. (the “Company”), including without limitation any Forms 3, 4 or 5, Form 144 or Schedule 13D, and any amendments to any of the foregoing;

 

(2)

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms and timely file such Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)

Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned understands and confirms that the Forms executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

                The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, and shall not be liable or responsible for, nor shall the Company be liable or responsible for, any of the undersigned’s responsibilities to comply with the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to securities issued by the Company, unless earlier revoked with respect to any of the attorneys-in-fact named herein by the undersigned in a signed writing delivered to such person or persons or the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of September, 2008.

 

/s/ William F. Duffy

 

Name: William F. Duffy

 

 

 

 

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