UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): September 20, 2017 (September 19, 2017)
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble, Inc. (the “Company”), the Company’s stockholders approved Proposal 6 relating to the declassification of the Company’s board of directors. Accordingly, on September 19, 2017, the Company (1) filed with the Delaware Secretary of State’s office a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation and (2) amended its Amended and RestatedBy-Laws. Such Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation and such amendment to the Company’s Amended and RestatedBy-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on September 19, 2017. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
Election of Directors. The Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote:
| | | | | | | | | | | | |
| Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Demos Parneros | | | 59,383,417 | | | | 1,575,161 | | | | 8,346,971 | |
Kimberley Van Der Zon | | | 53,886,357 | | | | 7,072,221 | | | | 8,346,971 | |
George Campbell, Jr. | | | 54,126,108 | | | | 6,832,470 | | | | 8,346,971 | |
Mark D. Carleton | | | 22,060,771 | | | | 38,897,807 | | | | 8,346,971 | |
Messrs. Parneros, Campbell and Carleton and Ms. Van Der Zon will hold office until the 2020 Annual Meeting of Stockholders of the Company and until their respective successors are elected and qualified.
Advisory(non-binding) Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, compensation of the Company’s named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:
| | | | | | | | | | | | |
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
34,986,977 | | | 25,822,258 | | | | 149,343 | | | | 8,346,971 | |
Advisory(non-binding) Vote on Frequency of holding an advisory vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the frequency of holding a vote on compensation of the Company’s named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:
| | | | | | | | | | | | | | | | |
| One Year | | Two Years | | | Three Years | | | Abstain | | | Broker Non-Votes | |
48,115,671 | | | 129,576 | | | | 12,587,721 | | | | 125,610 | | | | 8,346,971 | |
Re-Approval of the Performance Goals set forth in the Company’s Amended and Restated 2009 Incentive Plan. The Company’s stockholdersre-approved the performance goals set forth in the Company’s Amended and Restated 2009 Incentive Plan by the following vote:
| | | | | | | | | | | | |
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
54,776,579 | | | 6,057,283 | | | | 124,716 | | | | 8,346,971 | |
Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 28, 2018. The Company’s stockholders approved the proposal by the following vote:
| | | | | | | | |
| Votes For | | Votes Against | | | Abstentions | |
68,932,833 | | | 188,085 | | | | 184,631 | |
Amendment to Company’s Certificate of Incorporation andBy-laws to declassify the Board. The Company’s stockholders approved the amendments to the Company’s Certificate of Incorporation andBy-laws to declassify the Board by the following vote:
| | | | | | | | | | | | |
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
60,718,490 | | | 149,740 | | | | 90,348 | | | | 8,346,971 | |
Amendment to the Company’sBy-laws to implement majority voting in uncontested director elections. The Company’s stockholders did not approve the amendment to the Company’sBy-laws to implement majority voting in uncontested director elections by the following vote:
| | | | | | | | | | | | |
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
55,287,129 | | | 5,585,504 | | | | 85,945 | | | | 8,346,971 | |
Proposal 7 relating to the implementation of majority voting in uncontested director elections did not receive the affirmative vote of at least 80% of the voting power of the shares of capital stock of the Company outstanding as of July 26, 2017 and entitled to vote generally in the election of directors, voting together as a single class, which was required to approve Proposal 7 in accordance with the Company’s certificate of incorporation andby-laws. The Company will evaluate whether to submit such a proposal again at the Company’s 2018 annual meeting of stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit | | Description |
| |
| 3.1 | | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation |
| |
| 3.2 | | Amendment to the Company’s Amended and RestatedBy-Laws |
Barnes & Noble, Inc.
EXHIBIT INDEX
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: September 20, 2017 | | By: | | /s/ Bradley A. Feuer |
| | | | Name: Bradley A. Feuer |
| | | | Title: Vice President, General Counsel & Corporate Secretary |
