Barnes & Noble Amends Shareholder Rights Plan to Enhance Shareholder Protections
(Press Release) New York, NY, October 29, 2010—Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that its Board of Directors has amended the Company's Shareholder Rights Plan. The changes to the Rights Plan reflect input from the Company's shareholders and enhance shareholder protections under the Rights Plan by further restricting the accumulation of shares by grandfathered individuals and entities. Under the amended Rights Plan:
• The Board would not be able to make any additional equity grants to Len Riggio, Steve Riggio and their immediate family members and certain related trusts, executors and trustees without triggering the Rights Plan.
• If Len Riggio, Steve Riggio and their immediate family members and certain related trusts, executors and trustees were to acquire additional shares through the exercise of existing options, they must dispose of the option shares within 60 days after the option shares are acquired and, prior to such disposition, they must vote the option shares pro rata with all other shares voted so as not to influence the outcome of any shareholder vote.
The Board adopted the Rights Plan in November 2009 in response to the rapid accumulation of a significant portion of Barnes & Noble's outstanding common stock. The Rights Plan is intended to protect the Company and its shareholders from efforts to obtain control of the Company that are inconsistent with the best interests of the Company and its shareholders.
The Board believes the Rights Plan is a critical protection for Barnes & Noble shareholders and encourages all shareholders to ratify the Board's adoption of the Rights Plan at the Company's upcoming Special Meeting on November 17, 2010.
The Company also announced that its newest independent directors, Mr. David Golden and Dr. David Wilson, who were elected to the Board at the Company's Annual Meeting on September 28, 2010, have been added by the Board to the Special Committee of independent directors that was formed in August 2010 to oversee the Company's strategic alternatives review process. The Board believes that Mr. Golden and Dr. Wilson will make valuable contributions to the strategic alternatives review process.