0000950157-16-002086.txt : 20160822 0000950157-16-002086.hdr.sgml : 20160822 20160822160850 ACCESSION NUMBER: 0000950157-16-002086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160822 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: 20160822 DATE AS OF CHANGE: 20160822 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: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 161845384 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 form8k.htm
 
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): August 22, 2016 (August 16, 2016)

 
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 August 16, 2016, Barnes & Noble, Inc. (the “Company”) announced the departure of its Chief Executive Officer, Ronald D. Boire (the “Press Release”).  Pursuant to his employment agreement, Mr. Boire is deemed to have resigned from the Company’s Board of Directors as a result of his departure.
 
A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits:
 
Exhibit No.
 
Description of Exhibit
99.1
 
Press Release of Barnes & Noble, Inc., issued on August 16, 2016

 
 
 
 
 
 
2
 
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.,
  
       
       
Date:  August 22, 2016
By:
/s/ Allen W. Lindstrom  
    Name:  Allen W. Lindstrom  
    Title:    Chief Financial Officer  
       
 
 
 
 
 
 
 
 
 
 
3
 
Barnes & Noble, Inc.

EXHIBIT INDEX
 
 
 
Exhibit No.
 
Description of Exhibit
99.1
 
Press Release of Barnes & Noble, Inc., issued on August 16, 2016

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
 EX-99.1 2 ex99-1.htm
Exhibit 99.1
 
Barnes & Noble Announces CEO Departure

New York, NY (August 16, 2016)—The Board of Directors of Barnes & Noble, Inc. (NYSE: BKS) today announced the departure of its Chief Executive Officer, Ronald D. Boire. The Board of Directors determined that Mr. Boire was not a good fit for the organization and that it was in the best interests of all parties for him to leave the Company. The Company also said that its Executive Chairman, Leonard Riggio, who was scheduled to retire at the close of the Company’s Annual Meeting on September 14, will postpone his retirement until a later date.

The Company will immediately begin an executive search for a new CEO. Mr. Riggio, along with other members of the executive management team, will assume Mr. Boire’s duties. The Company will continue to execute on its previously announced strategic initiatives.

About Barnes & Noble, Inc.
Barnes & Noble, Inc. (NYSE: BKS) is a Fortune 500 company, the nation’s largest retail bookseller, and a leading retailer of content, digital media and educational products. The Company operates 640 Barnes & Noble bookstores in 50 states, and one of the Web’s premier e-commerce sites, BN.com (www.bn.com). The NOOK Digital business offers a lineup of popular NOOK (www.nook.com) tablets and eReaders and an expansive collection of digital reading and entertainment content through the NOOK Store®. The NOOK Store features more than 4 million digital books in the US plus periodicals, comics, apps, movies and TV shows, and offers the ability to enjoy content across a wide array of popular devices through Free NOOK Reading Apps™ available for Android™, iOS® and Windows®.

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

Forward-Looking Statements
This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information relating to Barnes & Noble that are based on the beliefs of the management of Barnes & Noble as well as assumptions made by and information currently available to the management of Barnes & Noble. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to Barnes & Noble or the management of Barnes & Noble, identify forward-looking statements.

 
Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble’s products, low growth or declining sales and net income due to various factors, including store closings, higher-than-anticipated or increasing costs, including with respect to store closings, relocation, occupancy (including in connection with lease renewals) and labor costs, the effects of competition, the risk of insufficient access to financing to implement future business initiatives, risks associated with data privacy and information security, risks associated with Barnes & Noble’s supply chain, including possible delays and disruptions and increases in shipping rates, various risks associated with the digital business, including the possible loss of customers, declines in digital content sales, risks and costs associated with ongoing efforts to rationalize the digital business and the digital business not being able to perform its obligations under the Samsung commercial agreement and the consequences thereof, the risk that financial and operational forecasts and projections are not achieved, the performance of Barnes & Noble’s initiatives including but not limited to its new store concept and e-commerce initiatives, unanticipated adverse litigation results or effects, potential infringement of Barnes & Noble’s intellectual property by third parties or by Barnes & Noble of the intellectual property of third parties, and other factors, including those factors discussed in detail in Item 1A, “Risk Factors,” in Barnes & Noble’s Annual Report on Form 10-K for the fiscal year ended May 2, 2015, and in Barnes & Noble’s other filings made hereafter from time to time with the SEC.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to Barnes & Noble or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Barnes & Noble undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this communication.
 
 
Media Contact:
Investor Contact:
  
 
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
  
       
  ###