Current Report Filing (8-k)
September 20 2017 - 9:01AM
Edgar (US Regulatory)
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): September 20, 2017 (September 19, 2017)
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12302
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06-1196501
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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122 Fifth Avenue, New York, New York
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10011
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Rule
12b-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
Companys stockholders approved Proposal 6 relating to the declassification of the Companys board of directors. Accordingly, on September 19, 2017, the Company (1) filed with the Delaware Secretary of States office a
Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation and (2) amended its Amended and Restated
By-Laws.
Such Certificate of Amendment to the Companys
Amended and Restated Certificate of Incorporation and such amendment to the Companys Amended and Restated
By-Laws
are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form
8-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 Companys stockholders elected the Boards nominees as Directors of the Company by the following vote:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Demos Parneros
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59,383,417
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1,575,161
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8,346,971
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Kimberley Van Der Zon
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53,886,357
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7,072,221
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8,346,971
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George Campbell, Jr.
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54,126,108
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6,832,470
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8,346,971
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Mark D. Carleton
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22,060,771
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38,897,807
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8,346,971
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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 Companys stockholders approved, on an advisory basis, compensation of the Companys 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:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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34,986,977
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25,822,258
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149,343
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8,346,971
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Advisory
(non-binding)
Vote on Frequency of holding an advisory vote on Executive
Compensation.
The Companys stockholders approved, on an advisory basis, the frequency of holding a vote on compensation of the Companys 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:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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48,115,671
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129,576
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12,587,721
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125,610
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8,346,971
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Re-Approval
of the Performance Goals set forth in the Companys
Amended and Restated 2009 Incentive Plan
. The Companys stockholders
re-approved
the performance goals set forth in the Companys Amended and Restated 2009 Incentive Plan by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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54,776,579
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6,057,283
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124,716
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8,346,971
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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 Companys stockholders approved the proposal by the following vote:
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Votes For
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Votes Against
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Abstentions
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68,932,833
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188,085
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184,631
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Amendment to Companys Certificate of Incorporation and
By-laws
to declassify
the Board.
The Companys stockholders approved the amendments to the Companys Certificate of Incorporation and
By-laws
to declassify the Board by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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60,718,490
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149,740
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90,348
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8,346,971
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Amendment to the Companys
By-laws
to implement majority voting in uncontested
director elections.
The Companys stockholders did not approve the amendment to the Companys
By-laws
to implement majority voting in uncontested director elections by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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55,287,129
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5,585,504
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85,945
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8,346,971
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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 Companys certificate of incorporation and
by-laws.
The Company will evaluate whether to submit such a proposal again at the Companys 2018 annual meeting of
stockholders.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Description
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3.1
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Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation
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3.2
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Amendment to the Companys Amended and Restated
By-Laws
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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.
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BARNES & NOBLE, INC.,
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Date: September 20, 2017
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By:
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/s/ Bradley A. Feuer
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Name: Bradley A. Feuer
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Title: Vice President, General Counsel & Corporate
Secretary
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