defa14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

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 September 22, 2011, Barnes & Noble, Inc. sent the following letter to shareholders:

122 Fifth Avenue

New York, New York 10011

September 22, 2011

Dear Stockholder:

We have previously sent to you proxy material for the annual meeting of stockholders of Barnes & Noble, Inc., scheduled to be held on October 28, 2011. Your Board of Directors unanimously recommends that stockholders vote FOR Proposals 1, 2 and 4, and ONE YEAR on Proposal 3.

Your vote is important, no matter how many or how few shares you may own. Please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.

Very truly yours,

EUGENE V. DEFELICE

Vice President, General Counsel

and Corporate Secretary

REMEMBER:

You can vote your shares by telephone, or via the Internet.

Please follow the easy instructions on the enclosed proxy card.

If you have any questions, or need assistance in voting

your shares, please call our proxy solicitor,

INNISFREE M&A INCORPORATED

TOLL-FREE, at 1-877-456-3422.