8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 20, 2015

BARNES & NOBLE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12302	06-1196501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
122 Fifth Avenue, New York, New York		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 633-3300

Not Applicable

(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:

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

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

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

☐ 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.

On July 20, 2015, Barnes & Noble, Inc. (the “Company”) announced that effective February 1, 2016, Mahesh Veerina’s employment as the President of the Nook Consumer business will terminate and he will leave the Company (the “Press Release”).

Mr. Veerina will receive, subject to his execution of a release of claims, the severance benefits provided pursuant to his offer letter with the Company, dated September 30, 2013.  In addition to such severance benefits, Mr. Veerina will receive a $300,000 cash incentive award subject to the satisfactory and successful completion of certain operational objectives relating to the Company’s digital business.

A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.	Description of Exhibit
99.1	Press Release of Barnes & Noble, Inc., issued on July 20, 2015

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 thereunto duly authorized.

BARNES & NOBLE, INC.
By:	/s/ Bradley A. Feuer
	Name:   Bradley A. Feuer
	Title:     Vice President, General Counsel               and Corporate Secretary

Date: July 20, 2015

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release of Barnes & Noble, Inc., issued on July 20, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:
Mary Ellen Keating	Andy Milevoj
Senior Vice President	Vice President
Corporate Communications	Investor Relations
Barnes & Noble, Inc.	Barnes & Noble, Inc.
(212) 633-3323	(212) 633-3489
mkeating@bn.com	amilevoj@bn.com

Barnes & Noble Appoints Chief Digital Officer

Frederic D. Argir to lead E-Commerce and NOOK^®

New York, New York – July 20, 2015 – Barnes & Noble, Inc. (NYSE: BKS), the nation’s largest retail bookseller and the leading retailer of content, digital media and educational products, today announced the appointment of Frederic (Fred) D. Argir as Vice President and Chief Digital Officer for the Company, overseeing the E-Commerce and NOOK businesses, which are part of Retail. Mr. Argir joins the Company from Toys “R” Us, Inc. where he also served as Chief Digital Officer. He will report to Jaime Carey, Chief Operating Officer. The Company also said that Mahesh Veerina, President of the NOOK Consumer business, will leave the Company on February 1, 2016.

“We are very excited to welcome Fred Argir, an accomplished e-Commerce/Omni-Channel leader who brings a deep understanding of Retail, e-Commerce, Information Technology and Supply Chain,” said Jaime Carey. “Fred’s proven track record for driving organizations to high levels of performance and profitability make him an ideal choice to run our e-Commerce and NOOK businesses.”

Mr. Carey went on to say, “We want to thank Mahesh Veerina for his outstanding leadership over the past two years as we’ve worked to streamline and rationalize the NOOK business. Because of Mahesh’s efforts, we’ve been able to re-focus the NOOK business and make tremendous progress so that NOOK can be integrated with the Retail business. We could not be more pleased that Mahesh has agreed to stay on until February of next year in order to ensure a smooth transition of the NOOK business.”

Mr. Argir joined Toys “R” Us in 2012. In his role as Chief Digital Officer, he oversaw digital businesses in 13 countries. Prior to that, he was Chief Information Officer at The Sports Authority, Inc. based in Denver, CO, where he led the organization through a formal web redesign, incrementally increasing page conversion through a focus on improved usability and experience. He also served as a consultant to Best Buy, Inc. based in Minneapolis, MN, where he collaborated on productivity and strategic technology investments. Mr. Argir also spent five years at Target Corporation as Vice President of Supply Chain Development. Additionally, he served on the Board of the Global Commerce Initiative.

Mr. Argir lives in Greenwood Lake, NY with his wife and 5 children. He is actively involved in non-profit organizations that benefit children. Mr Argir will start in his new position on July 30.

Herbert Mines Associates New York conducted the executive search for the new Chief Digital Officer of Barnes & Noble.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. (NYSE: BKS) is a Fortune 500 company and the leading retailer of content, digital media and educational products.  The Company operates 648 Barnes & Noble bookstores in 50 states, and one of the Web’s largest e-commerce sites, BN.com (www.bn.com).  The NOOK digital business offers award-winning NOOK® products and an expansive collection of digital reading and entertainment content through the NOOK Store® (www.nook.com), while Barnes & Noble College Booksellers, LLC operates 724 bookstores serving over five million students and faculty members at colleges and universities across the United States.

General information on Barnes & Noble, Inc. can be obtained by visiting the Company’s corporate website: www.barnesandnobleinc.com.

Barnes & Noble^®, Barnes & Noble Booksellers^® and Barnes & Noble.com^® are trademarks of Barnes & Noble, Inc. or its affiliates.

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