<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BARNES & NOBLE, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[BARNES & NOBLE LOGO]
122 FIFTH AVENUE
NEW YORK, NEW YORK 10011
May 2, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Barnes & Noble, Inc. The meeting will be held at 10:00 a.m., New York City
time, on Wednesday, June 4, 1997 at the Marriott Marquis, 1535 Broadway at West
45th Street, New York, New York.
Information about the meeting and the various matters on which the
stockholders will act is included in the Notice of Annual Meeting of
Stockholders and Proxy Statement which follow. Also included is a Proxy Card and
postage paid return envelope.
Whether or not you plan to attend the meeting, we hope you will have your
shares represented at the meeting by completing, signing and returning your
Proxy Card in the enclosed postage paid return envelope promptly.
Sincerely,
/s/ MICHAEL N. ROSEN
MICHAEL N. ROSEN
Secretary
<PAGE>
[BARNES & NOBLE LOGO]
122 FIFTH AVENUE
NEW YORK, NEW YORK 10011
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 1997
------------------------------
The Annual Meeting of Stockholders of Barnes & Noble, Inc. (the
"Company") will be held at the Marriott Marquis, 1535 Broadway at West 45th
Street, New York, New York, at 10:00 a.m., New York City time, on
Wednesday, June 4, 1997 for the following purposes:
1. To elect three Directors to serve until the 2000 annual meeting of
stockholders and until their respective successors are duly
elected and qualified;
2. To ratify the appointment of BDO Seidman, LLP as independent
certified public accountants for the Company's fiscal year ending
January 31, 1998; and
3. To transact such other business as may be properly brought before
the meeting and any adjournment or postponement thereof.
Only holders of record of Common Stock as of the close of business on
April 16, 1997 are entitled to notice of and to vote at the meeting and at
any adjournment or postponement thereof.
MICHAEL N. ROSEN
Secretary
New York, New York
May 2, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD.
<PAGE>
BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK, NEW YORK 10011
------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1997
------------------------------
INTRODUCTION
This Proxy Statement and enclosed Proxy Card are being furnished commencing
on or about May 2, 1997 in connection with the solicitation by the Board of
Directors of Barnes & Noble, Inc., a Delaware corporation (the "Company"), of
proxies for use at the Annual Meeting of Stockholders to be held on June 4, 1997
(the "Meeting") for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Any proxy given pursuant to such solicitation and
received in time for the Meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted FOR the election of the nominees
---
listed below under the caption "Election of Directors-- Information Concerning
the Directors and Nominees--Nominees for Election as Director," FOR the
---
ratification of the appointment of BDO Seidman, LLP as independent certified
public accountants for the Company's fiscal year ending January 31, 1998
(collectively, the "Proposals"), and in the discretion of the proxies named on
the Proxy Card with respect to any other matters properly brought before the
Meeting and any adjournments thereof. Any proxy may be revoked by written notice
received by the Secretary of the Company at any time prior to the voting thereof
by submitting a subsequent proxy or by attending the Meeting and voting in
person.
Only holders of record of the Company's voting securities as of the close
of business on April 16, 1997 are entitled to notice of and to vote at the
Meeting. As of the record date, 33,252,341 shares of Common Stock, par value
$.001 per share ("Common Stock"), were outstanding. Each share of Common Stock
entitles the record holder thereof to one vote on each of the Proposals and on
all other matters properly brought before the Meeting. The presence of a
majority of the combined outstanding shares of the Common Stock represented in
person or by proxy at the Meeting will constitute a quorum.
Proxy solicitations will be made primarily by mail, but may also be made by
telephone or personal interviews conducted by officers or employees of the
Company not specifically employed for this purpose. All costs of solicitations,
including printing and mailing of this Proxy Statement and accompanying
materials, and the reimbursement of brokerage firms and others for their
expenses in forwarding solicitation material to the beneficial owners of the
Common Stock, will be borne by the Company.
The three nominees for Director receiving the highest vote totals will be
elected as Directors of the Company to serve until the 2000 annual meeting of
stockholders. The proposal to ratify the Company's independent certified public
accountants, and all other matters to be voted on at the Meeting, will be
decided by the affirmative vote of a majority of the shares of Common Stock
voting on the proposal in person or by proxy at the Meeting. Thus, abstentions
and broker non-votes will not be included in vote totals with respect to such
proposals and will have no effect on the outcome of the votes with respect
thereto. It should be noted that all of the Directors and executive officers of
the Company, together with principal stockholders of the Company with which they
are affiliated, own or control the voting power of approximately 23.4% of the
Common Stock outstanding as of April 16, 1997, and have advised the Company that
they intend to vote in favor of all of the Proposals.
<PAGE>
A Proxy Card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, which is postage paid if mailed in the United States.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF
GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE OF THIS PROXY STATEMENT.
2
<PAGE>
ELECTION OF DIRECTORS
PROPOSAL 1
INFORMATION CONCERNING THE DIRECTORS AND NOMINEES
The Board of Directors currently consists of nine Directors. The Directors
currently are divided into three classes, consisting of three members whose
terms expire at the Meeting, three members whose terms expire at the 1998 annual
meeting of stockholders and three members whose terms expire at the 1999 annual
meeting of stockholders.
Background information with respect to the Board of Directors and nominees
for election as Directors, all of whom are incumbent Directors, appears below.
See "Security Ownership of Certain Beneficial Owners and Management" for
information regarding such persons' holdings of equity securities of the
Company.
DIRECTOR
NAME AGE SINCE POSITION
- ------------------------------- --- -------- ---------------------------
Leonard Riggio (1) 56 1986 Chairman of the Board and
Chief Executive Officer
Irene R. Miller 45 1995 Vice Chairman and Chief
Financial Officer
Stephen Riggio 42 1997 Chief Operating Officer
and Director
Matthew A. Berdon (2)(3) 77 1992 Director
William Dillard, II (1) 52 1993 Director
Jan Michiel Hessels (2) 54 1990 Director
Margaret T. Monaco (2) 49 1995 Director
Michael N. Rosen 56 1986 Secretary and Director
William Sheluck, Jr. (1)(2)(3) 56 1993 Director
- ----------------------------------
(1) Member of Nominating Committee
(2) Member of Compensation Committee
(3) Member of Audit Committee
At the Meeting, three Directors will be elected, each to hold office for a
term of three years and until his or her successor is elected and qualified.
Irene R. Miller, William Dillard, II and Michael N. Rosen are nominees for
election as Directors at the Meeting, each to hold office for a term of three
years until the annual meeting of stockholders to be held in 2000. The terms of
Leonard Riggio, Jan Michiel Hessels and William Sheluck, Jr. expire in 1998; and
the terms of Stephen Riggio, Matthew A. Berdon and Margaret T. Monaco expire in
1999. Although management does not anticipate that Ms. Miller, Mr. Dillard or
Mr. Rosen will be unable or unwilling to stand for election, in the event of
such an occurrence, proxies may be voted for a substitute designated by the
Board of Directors.
In April 1997 William C.J. Angenent resigned as a Director of the Company.
The remaining Directors appointed Stephen Riggio, Chief Operating Officer of the
Company, to fill the vacancy created by the resignation of Mr. Angenent. Stephen
Riggio's term as Director will expire in 1999.
Nominees for Election as Director
The following individuals are nominees for Director at the Meeting:
IRENE R. MILLER was appointed Vice Chairman of the Company in September
1995, and has been a Director of the Company since May 1995. She has been Chief
Financial Officer of the Company since September 1993 and was previously
Executive Vice President, Corporate Finance. She joined the Company in January
1991. From July 1986 to December 1990, Ms. Miller held various positions in the
Retail Industry Group for Morgan Stanley & Co. Incorporated's Investment Banking
Department, most
3
<PAGE>
recently as a Principal. From 1982 to 1986, she was a Vice President of
Corporate Finance at Rothschild, Inc. Ms. Miller is also a director of Oakley,
Inc.
WILLIAM DILLARD, II has been a Director of the Company since November 1993.
Mr. Dillard is the President and Chief Operating Officer of Dillard Department
Stores, Inc., a U.S. retailing corporation ("Dillard's"), positions he has held
since 1977, and he has been a director of Dillard's since 1968. Mr. Dillard also
is a director of Simon Property Group, Texas Commerce Bancshares Inc. and Acxiom
Corp.
MICHAEL N. ROSEN has been Secretary and a Director of the Company since its
inception in 1986 and a senior member of Robinson Silverman Pearce Aronsohn &
Berman LLP, counsel to the Company, for more than the past five years. Mr. Rosen
is also a director of Barnes & Noble College Bookstores, Inc. ("B&N College"),
one of the largest operators of college bookstores in the country, and MBS
Textbook Exchange, Inc. ("MBS"), one of the nation's largest wholesalers of
college textbooks.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
---
ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. PROXIES SOLICITED HEREBY WILL
BE VOTED FOR EACH NOMINEE NAMED ABOVE UNLESS A VOTE AGAINST A NOMINEE OR AN
---
ABSTENTION IS SPECIFICALLY INDICATED.
Other Directors whose Terms of Office Continue after the Meeting
LEONARD RIGGIO has been Chairman of the Board, Chief Executive Officer and
a principal stockholder of the Company since its inception in 1986. Since 1965,
Mr. Riggio has been Chairman of the Board, Chief Executive Officer and the
principal stockholder of B&N College. For more than the past five years, Mr.
Riggio has been Chairman of the Board and a principal beneficial owner of MBS.
Mr. Riggio is also the principal member and sole Manager of Babbage's Etc. LLC,
a national retailer of personal computer software and video games.
STEPHEN RIGGIO became a Director of the Company in April 1997 and has been
Chief Operating Officer of the Company since February 1995. He was President of
B. Dalton Bookseller, Inc. ("B. Dalton"), a wholly-owned subsidiary of the
Company, from July 1993 to February 1995, and he was Executive Vice President,
Merchandising of the Company from January 1987 to February 1995. For 13 years
prior to January 1987, Mr. Riggio held various merchandising and marketing
positions at B&N College. Mr. Riggio is Leonard Riggio's brother.
JAN MICHIEL HESSELS has been a Director of the Company since October 1990.
Mr. Hessels has been the Chief Executive Officer of Vendex International N.V.
("Vendex") since June 1990. Vendex is a multi-billion dollar Netherlands-based
corporation with substantial international retailing operations. From January
1985 until January 1990, Mr. Hessels was President and Chief Executive Officer
of N.V. Deli-Maatschappij, an international trading company, as well as a
director of its parent company, Universal Corp. Mr. Hessels is also a director
of Dillard's, BAM Holding N.V., Yule Catto Plc., Schiphol Airport, Royal Van
Ommeren and Staal Bank.
MATTHEW A. BERDON has been a Director of the Company since June 1992. Mr.
Berdon has been a partner in the certified public accounting firm of Ferro
Berdon & Company for more than the past five years. Mr. Berdon is also a
director of B&N College.
MARGARET T. MONACO has been a Director of the Company since May 1995. Ms.
Monaco has been the Principal of Probus Advisors, a management and financial
consulting firm, since July 1993. She previously had been the Vice President and
Treasurer of The Limited, Inc., a national specialty retailing firm, since 1987.
Ms. Monaco is also a director of Crown American Realty Trust and Cooker
Restaurant Corporation.
WILLIAM SHELUCK, JR. has been a Director of the Company since November
1993. Mr. Sheluck formerly was the President, Chief Executive Officer and a
director of Nationar, a New York State-chartered commercial bank providing
services to financial institutions and corporations, from 1983 until his
retirement in April 1993. Mr. Sheluck is also the Treasurer and a director of
New Life of New York City, Inc., a not-for-profit organization which provides
services to disadvantaged teenagers.
4
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met four times during the fiscal year ended February
1, 1997 and acted by unanimous written consent on one additional occasion. All
Directors attended at least 75% of all of the meetings of the Board of Directors
and the committees thereof on which they served during the fiscal year ended
February 1, 1997, except Mr. Hessels who was unable to attend two of the
meetings of the Board of Directors.
The Board of Directors has three standing committees: the Audit Committee,
the Compensation Committee and the Nominating Committee. In March 1997, the
Incentive Plan Committee of the Board of Directors was merged into the
Compensation Committee.
Audit Committee. The Audit Committee has the principal function of
reviewing the adequacy of the Company's internal system of accounting controls,
conferring with the independent certified public accountants concerning the
scope of their examination of the books and records of the Company, recommending
to the Board of Directors the appointment of independent certified public
accountants, reviewing related party transactions and considering other
appropriate matters regarding the financial affairs of the Company. The current
members of the Audit Committee are Messrs. Sheluck (Chairman) and Berdon, none
of whom is, or has ever been, an officer or employee of the Company. The Audit
Committee met three times during the fiscal year ended February 1, 1997.
Compensation Committee. The principal function of the Compensation
Committee is to make recommendations to the Board of Directors with respect to
matters regarding the approval of employment agreements, management and
consultant hiring and executive compensation. The current members of the
Compensation Committee are Mr. Berdon (Chairman), Mr. Hessels, Ms. Monaco and
Mr. Sheluck, none of whom is, or has ever been, an officer or employee of the
Company. Ms. Monaco joined the Compensation Committee in March 1997 upon the
merger of that Committee with the former Incentive Plan Committee. The
Compensation Committee met once during the fiscal year ended February 1, 1997.
In addition, as of March 1997, the Compensation Committee assumed the principal
function of the former Incentive Plan Committee which is to make grants of
options to purchase Common Stock and of restricted shares of Common Stock under
the Barnes & Noble, Inc. 1991 Employee Incentive Plan and the Barnes & Noble,
Inc. 1996 Incentive Plan. The members of the former Incentive Plan Committee
were Mr. Berdon (Chairman), Ms. Monaco and Mr. Sheluck. The former Incentive
Plan Committee acted by unanimous written consent on two occasions during the
fiscal year ended February 1, 1997.
Nominating Committee. The function of the Nominating Committee is to seek
qualified individuals as Directors of the Company. The current members of the
Nominating Committee are Messrs. Riggio (Chairman), Dillard and Sheluck. The
Nominating Committee met once during the fiscal year ended February 1, 1997.
COMPENSATION OF DIRECTORS
Non-employee Directors receive an annual fee of $20,000 with no additional
fees for attendance at Board or committee meetings. All Directors of the Company
are reimbursed for travel, lodging and related expenses incurred in attending
Board meetings. On January 16, 1996, each non-employee Director received options
to purchase 20,000 shares of Common Stock at a price of $24.375 per share. Of
these options, 5,000 became exercisable on May 29, 1996, an additional 5,000
became exercisable on January 1, 1997 and an additional 5,000 become exercisable
on each of January 1, 1998 and January 1, 1999, subject in each case to the
recipient remaining a Director of the Company.
5
<PAGE>
EXECUTIVE OFFICERS
The Company's executive officers, as well as additional information with
respect to such persons, is set forth in the table below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------- --- --------------------------------------------------------------------------------
<S> <C> <C>
Leonard Riggio 56 Chairman of the Board and Chief Executive Officer
Irene R. Miller 45 Vice Chairman and Chief Financial Officer
Stephen Riggio 42 Chief Operating Officer
Mitchell S. Klipper 39 Executive Vice President and President of Barnes & Noble Development
Thomas A. Tolworthy 42 Vice President and President of Barnes & Noble Superstores
David K. Cully 44 Vice President and President of Barnes & Noble Distribution
Richard J. Kish 38 Chief Information Officer
David S. Deason 38 Vice President, Real Estate
Maureen H. Golden 46 Vice President, General Merchandise Manager
Michael N. Rosen 56 Secretary
</TABLE>
Information with respect to executive officers of the Company who also are
Directors is set forth in 'Information Concerning the Directors and Nominees'
above.
MITCHELL S. KLIPPER has been President of Barnes & Noble Development, the
group responsible for selecting the Company's new store locations, since
December 1995 and is an Executive Vice President of the Company. From March 1993
to December 1995, Mr. Klipper was President of Barnes & Noble Superstores, Inc.
("B&N Superstores"), a wholly-owned subsidiary of the Company. Until September
1993, Mr. Klipper also was Chief Financial Officer of the Company, a position to
which he was elected in September 1988. He was Vice President, Chief Financial
Officer of B&N College from June 1986 to September 1988. Prior to June 1986, Mr.
Klipper was an Audit Manager at the certified public accounting firm of KMG Main
Hurdman.
THOMAS A. TOLWORTHY became President of B&N Superstores in December 1995
and is also a Vice President of the Company. Prior to December 1995, Mr.
Tolworthy was President of B. Dalton. He was Vice President of Store Operations
of B. Dalton from September 1991 to February 1995 and was a Regional Director of
B. Dalton from July 1989 to September 1991. Prior to 1989, Mr. Tolworthy was
Stores Director for Duckwall/Alco Stores, Inc., a general merchandise retailer.
DAVID K. CULLY has been Vice President of the Company and President of
Barnes & Noble Distribution, the group responsible for the Company's
distribution center operations, since June 1992. Prior to June 1992, he was Vice
President, General Merchandise Manager of the Company. Prior to joining the
Company in 1989, Mr. Cully was Executive Vice President, General Merchandise
Manager for Egghead Discount Software, Inc., a software retailer.
RICHARD J. KISH became Chief Information Officer in April 1997. Prior to
that, he was Vice President, Information Technology of the Company since
February 1995. He was Vice President, Information Technology for Waldenbooks, a
national book retailer, from 1989 to January 1995.
DAVID S. DEASON joined the Company in January 1990 as a Director of Real
Estate and became Vice President, Real Estate in January 1997. Prior to joining
the Company, Mr. Deason was a Director of Real Estate for S&A Restaurant
Corporation, a national restaurant chain.
MAUREEN H. GOLDEN has been Vice President, General Merchandise Manager of
the Company since June 1992. She joined B&N College in July 1976 and has held
various positions in buying and merchandising for the Company since 1987 and for
B&N College from 1976 to 1987.
The Company's officers are elected annually by the Board of Directors and
hold office at the discretion of the Board of Directors.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of shares of Common Stock, as of April 16, 1997, by each person known
by the Company to own beneficially more than five percent of the Company's
outstanding Common Stock, by each Director and nominee for Director, by each
executive officer named in the Summary Compensation Table contained in
"Executive Compensation," and by all Directors and executive officers of the
Company as a group. Except as otherwise noted, each person named in the table
has sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by him, her or it.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) BENEFICIALLY OWNED (1)
- ------------------------------------------------------------------------- --------------- ----------------------
<S> <C> <C>
Leonard Riggio .......................................................... 8,391,751(2) 24.7%
c/o Barnes & Noble, Inc.
122 Fifth Avenue
New York, New York 10011
Forstmann-Leff Associates, Inc. ......................................... 3,761,965(3) 11.3%
55 East 52nd Street
New York, NY 10055
Leon G. Cooperman ....................................................... 1,709,600(4) 5.1%
c/o Omega Advisors, Inc.
88 Pine Street
Wall Street Plaza, 31st Floor
New York, NY 10005
Investment Advisors, Inc. ............................................... 1,688,250(5) 5.1%
3700 First Bank Place
P.O. Box 357
Minneapolis, MN 55440
Irene R. Miller.......................................................... 348,351(6) 1.0%
Stephen Riggio........................................................... 1,062,161(6) 3.1%
Mitchell S. Klipper...................................................... 896,259(6) 2.6%
Thomas A. Tolworthy...................................................... 40,423(6) *
Matthew A. Berdon........................................................ 43,500(7) *
William Dillard, II...................................................... 20,000(6) *
Jan Michiel Hessels...................................................... 11,000(8) *
Margaret T. Monaco....................................................... 13,000(8) *
Michael N. Rosen......................................................... 16,000(9) *
William Sheluck, Jr...................................................... 26,000(10) *
All directors and executive officers as a group (15 persons)............. 10,991,604(11) 30.1%
</TABLE>
- ---------------------------------
* Less than 1%.
(1) Shares of Common Stock that an individual or group has a right to acquire
within 60 days after April 16, 1997 pursuant to the exercise of options,
warrants or other rights are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for computing the percentage ownership of any
other person or group shown in the table.
(2) Includes (i) 1,326,167 shares owned by B&N College (Mr. Riggio owns
substantially all of the voting securities of B&N College), (ii) 720,000
shares owned by The Riggio Foundation, a
(Footnotes continued on next page)
7
<PAGE>
charitable trust established by Mr. Riggio, with himself and his wife as
trustees, and (iii) 659,375 shares issuable upon the exercise of stock
options.
(3) Forstmann-Leff Associates, Inc. ("FLA"), a New York corporation, is a
registered investment adviser under Section 203 of the Investment Advisers
Act of 1940 (the "1940 Act"), and has sole voting power with respect to
2,554,465 of its shares. FLA shares voting power with respect to 56,450 of
its shares, and dispositive power with respect to 770,800 of its shares,
with its subsidiary, FLA Asset Management, Inc., a registered investment
adviser under the 1940 Act. FLA shares voting and dispositive power with
respect to 89,900 of its shares with its subsidiary Stamford Advisers
Corp., a registered investment adviser under the 1940 Act. FLA shares
voting and dispositive power with respect to 51,200 of its shares with
Forstmann- Leff Associates, L.P., a registered investment adviser under the
1940 Act. FLA Asset Management, Inc. is the general partner of
Forstmann-Leff Associates L.P. The foregoing information is based upon a
Schedule 13G filed by FLA with the Company in February 1997.
(4) Leon G. Cooperman ("Cooperman"), Managing Member of Omega Associates,
L.L.C. ("Associates"), has sole voting and dispositive power with respect
to 1,372,400 of its shares. Associates is a private investment firm formed
to invest in and act as general partner of investment partnerships or
similar investment vehicles. Cooperman is the President and majority
stockholder of Omega Advisors, Inc., ("Advisors"), a Delaware corporation
engaged in providing investment management. Cooperman shares voting and
dispositive power with unrelated third parties as to 337,200 of its shares
in a Managed Account of Advisors. The foregoing information is based upon a
Schedule 13G filed by Cooperman with the Company in February 1997.
(5) Investment Advisers, Inc. ("IAI"), a registered investment adviser under
Section 203 of the 1940 Act, has sole voting and dispositive power with
respect to 1,486,300 of its shares. IAI shares voting and dispositive power
with respect to 201,950 of its shares held by various custodian banks for
various clients of IAI. The foregoing information is based upon a Schedule
13G filed by IAI with the Company in January 1997.
(6) All of these shares are issuable upon the exercise of stock options.
(7) Of these shares, 20,000 are issuable upon the exercise of stock options.
Five hundred shares are owned by Mr. Berdon's wife. Mr. Berdon disclaims
any beneficial ownership of those shares.
(8) Of these shares, 10,000 are issuable upon the exercise of stock options.
(9) Of these shares, 10,000 shares are issuable upon the exercise of stock
options. Of the other 6,000 shares, 5,000 are owned by Mr. Rosen's wife and
1,000 are owned by Mr. Rosen's daughter. Mr. Rosen disclaims any beneficial
ownership of these shares.
(10) Of these shares, 20,000 are issuable upon the exercise of stock options. Of
the other 6,000 shares, Mr. Sheluck shares voting and dispositive power
with respect to 5,000 of these shares with his wife, and the remaining
1,000 shares are owned by a minor child of Mr. Sheluck.
(11) Includes 3,219,728 shares issuable upon the exercise of stock options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee of the Board of Directors
are Messrs. Berdon (Chairman), Hessels and Sheluck, none of whom is an officer
or employee or former officer or employee of the Company. See "Meetings and
Committees of the Board--Compensation Committee."
8
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years indicated to the Company's Chief
Executive Officer and the Company's four other most highly compensated executive
officers. The Company did not grant any restricted stock awards or free-standing
stock appreciation rights or make any long-term incentive plan payouts during
the years indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
AWARDS
FISCAL YEAR ------------
ENDED ON OR ANNUAL COMPENSATION SECURITIES
ABOUT --------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION JANUARY 31 SALARY BONUS OPTIONS/SARS COMPENSATION (1)
- --------------------------------------------- ----------- -------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Leonard Riggio .............................. 1997 $900,000(2) $540,000 -- $ --
Chairman of the Board 1996 900,000 405,000 -- --
and Chief Executive Officer 1995 900,000 270,000 -- --
Irene R. Miller ............................. 1997 448,462(2) 276,000 7,192 3,512
Vice Chairman and Chief 1996 379,808 180,000 340,195 3,462
Financial Officer 1995 295,000 177,000 6,505 2,042
Stephen Riggio .............................. 1997 448,462(2) 276,000 7,192 9,636(3)
Chief Operating Officer 1996 385,577 180,000 6,045 5,061
1995 325,000 195,000 7,166 3,795
Mitchell S. Klipper ......................... 1997 448,462(2) 276,000 7,192 8,279(4)
Executive Vice President 1996 395,192 180,000 6,975 8,506
and President of Barnes & 1995 375,000 225,000 8,269 6,450
Noble Development
Thomas A. Tolworthy ......................... 1997 300,000(2) 120,000 5,394 3,135
Vice President and 1996 295,266 60,000 74,650 3,346
President of Barnes & 1995 175,000 35,000 3,859 1,813
Noble Superstores
</TABLE>
- ---------------------------------
(1) Except as set forth in notes 3 and 4 below, "All Other Compensation" for the
fiscal year ended February 1, 1997 is comprised of the Company's
contributions to the Barnes & Noble, Inc. 401(k) Savings Plan (the "401(k)
Plan").
(2) Reflects annual salary for a 52-week period. The Company's fiscal year ended
February 1, 1997 included 53 weeks. Salaries paid for that 53-week period
were $917,308 for Leonard Riggio; $457,308 for each of Irene R. Miller,
Stephen Riggio and Mitchell S. Klipper; and $305,769 for Thomas A.
Tolworthy.
(3) Represents (a) $3,512 paid by the Company as a contribution to Mr. Riggio's
401(k) Plan, (b) $1,857 paid by the Company as a premium on a term life
insurance policy for the benefit of Mr. Riggio and (c) $4,267 paid to Mr.
Riggio for length of service award.
(4) Represents (a) $3,295 paid by the Company as a contribution to Mr. Klipper's
401(k) Plan, (b) $1,857 paid by the Company as a premium on a term life
insurance policy for the benefit of Mr. Klipper and (c) $3,127 paid by the
Company as a premium on a long-term disability insurance policy for the
benefit of Mr. Klipper.
9
<PAGE>
The following table sets forth certain information concerning options
granted during the 53 weeks ended February 1, 1997 to the executive officers
named in the Summary Compensation Table above. The Company did not grant any
free-standing stock appreciation rights during the 53 weeks ended February 1,
1997.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------
PERCENTAGE
OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO PRESENT VALUE OF
UNDERLYING EMPLOYEES IN EXERCISE GRANT AT DATE OF
OPTIONS/SARS FISCAL PRICE PER EXPIRATION GRANT USING THE
NAME GRANTED 1996 SHARE DATE BLACK-SCHOLES MODEL(1)
- ------------------------------------- ------------ ------------ --------- ---------- ----------------------
<S> <C> <C> <C> <C> <C>
Leonard Riggio....................... -- --% $ -- -- $ --
Irene R. Miller...................... 7,192 1.6% 34.875 5/31/06 105,291
Stephen Riggio....................... 7,192 1.6% 34.875 5/31/06 105,291
Mitchell S. Klipper.................. 7,192 1.6% 34.875 5/31/06 105,291
Thomas A. Tolworthy.................. 5,394 1.2% 34.875 5/31/06 78,968
</TABLE>
- ------------------
(1) Calculated using the Black-Scholes option-pricing model with the following
assumptions: volatility of 28.0%, risk-free interest rate of 6.70% and an
expected life of six years. The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options which have
no vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's stock
options have characteristics significantly different from those traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
Black-Scholes model does not necessarily provide a reliable measure of the
fair value of its stock options.
The following table sets forth information concerning option exercises and
the value of unexercised options as of February 1, 1997 for the executive
officers named in the Summary Compensation Table above.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS IN-THE MONEY OPTIONS/SARS
ACQUIRED AT FEBRUARY 1, 1997 AT FEBRUARY 1, 1997
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- -------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leonard Riggio............. -- $ -- 659,375 -- $ 4,911,424 $ --
Irene R. Miller............ 75,000 2,000,351 341,956 124,589 4,230,794 772,667
Stephen Riggio............. -- -- 1,055,359 13,612 14,306,806 21,563
Mitchell S. Klipper ....... 75,000 1,983,441 888,780 14,599 10,261,417 24,875
Thomas A. Tolworthy ....... -- -- 30,788 58,115 193,815 254,537
</TABLE>
10
<PAGE>
EMPLOYEES' RETIREMENT PLAN
The Company's Employees' Retirement Plan (the "Retirement Plan") is a
defined benefit pension plan covering all employees whose services are performed
within the United States (including Puerto Rico) who are at least 21 years of
age and who have completed at least one year of service and work a minimum of
1,000 hours per year. Vesting occurs after five years of service. The Retirement
Plan provides Company-funded benefits based upon an employee's years of service
and highest average annual salary for any five consecutive years in the last ten
years of service.
A participant's annual benefit is determined for an employee, including an
officer, generally as (i) 0.7% of the participant's average annual pay as
determined in accordance with the Retirement Plan up to Social Security-covered
compensation, multiplied by the participant's years of credited service, plus
(ii) 1.3% of the participant's average annual pay as determined in accordance
with the Retirement Plan in excess of Social Security-covered compensation,
multiplied by the participant's years of credited service. A participant's
maximum benefit is limited pursuant to Section 415 of the Code to $120,000 for
1996, indexed annually. Compensation recognized under the Retirement Plan is
limited to $150,000 for 1996 and $160,000 for 1997, indexed annually in
accordance with Section 404(l) of the Code.
Credited years of service under the Retirement Plan as of February 1, 1997
for the individuals named in the Summary Compensation Table above are: Leonard
Riggio--9 years; Irene R. Miller--6 years; Stephen Riggio--9 years; Mitchell
S. Klipper--8 years; and Thomas A. Tolworthy--8 years. For the purposes of
determining a participant's benefits in the Retirement Plan, the average annual
pay of a participant includes any bonuses paid to such participant.
The following table illustrates the maximum annual amounts payable at age
65 under the Retirement Plan, based on various levels of highest average annual
salary and years of credited service:
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
-----------------------------------------------
ASSUMED HIGHEST AVERAGE SALARY 15 20 25 30 35
- ---------------------------------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$100,000.................................................. $16,800 $22,400 $28,000 $33,600 $39,200
$125,000.................................................. 21,675 28,900 36,125 43,350 50,575
$150,000.................................................. 26,550 35,400 44,250 53,100 61,950
$160,000 and above (1).................................... 28,500 38,000 47,500 57,000 66,500
</TABLE>
- ------------------
(1) The benefits shown corresponding to this compensation reflect the
compensation limit under Section 401(a)(17) of the Code. A participant's
compensation in excess of $150,000 (as adjusted to reflect cost-of-living
increases) is disregarded for purposes of determining highest average
earnings in plan years beginning in 1994 through 1996; a participant's
compensation in excess of $160,000 (as adjusted to reflect cost-of-living
increases) is disregarded for purposes of determining highest average
earnings in plan years beginning in or after 1997. Benefits accrued as of
the last day of the plan year beginning in 1993 on the basis of compensation
in excess of $150,000 are preserved.
EMPLOYMENT AGREEMENTS
The Company entered into five-year employment agreements with Stephen
Riggio (as of July 15, 1993) and Mitchell S. Klipper (as of April 1, 1993). The
agreements with Mr. Riggio and Mr. Klipper provide for their employment at an
annual salary determined by the Company, subject to certain minimums. Each is
entitled to an annual bonus determined in accordance with the Barnes & Noble,
Inc. Supplemental Compensation Plan. The agreements also provide for life and
long-term disability insurance, a two-year severance arrangement and a two-year
post-employment, non-competition agreement.
11
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive officer compensation program is administered by the
Compensation Committee of the Board of Directors, consisting of the four
non-employee directors listed below. The program is based upon the following
guiding principles:
1. The pay and benefits provided by the Company to its executive
officers should be competitive and allow the Company to attract and retain
individuals whose skills are critical to the long-term success of the
Company.
2. The compensation offered by the Company should reward and motivate
individual and team performance in attaining business objectives and
maximizing stockholder value.
The Compensation Committee reviews the Company's executive compensation
program each year. This review includes a comparison of the Company's executive
compensation, corporate performance, stock appreciation and total return to the
stockholders with that of other companies, including other retailers.
The key elements of the Company's executive compensation package consist of
base salary, annual bonus and stock options. The Company's policies with respect
to each of these elements are discussed below. In addition, while the elements
of compensation described below are considered separately, the Compensation
Committee also considers and reviews the full compensation package afforded by
the Company to its executive officers, including pension, insurance and other
benefits. The Compensation Committee makes its determinations after receiving
and considering the recommendations of the Company's chief executive officer.
Base Salaries. An executive officer's base salary is determined by
evaluating the responsibilities of the position held, the individual's
experience and the competitive marketplace for executive talent. The base salary
is intended to be competitive with base salaries paid to executive officers with
comparable qualifications, experience and responsibilities at other companies.
Annual Bonuses. In addition to a base salary, each executive officer is
eligible for an annual cash bonus. Bonuses for senior executive officers of the
Company are based upon annual net earnings of the Company and are determined
pursuant to the Barnes & Noble, Inc. Supplemental Compensation Plan (the
"Supplemental Compensation Plan").
The Supplemental Compensation Plan provides that senior executive officers
designated by the Compensation Committee are entitled to a cash bonus in
accordance with a sliding scale formula based on the extent to which a
preestablished earnings-per-share target is attained. In general, not later than
90 days after the commencement of each fiscal year of the Company (and before
25% of the relevant period of service has elapsed), the Compensation Committee
establishes in writing a target earnings-per-share (the "Target"), the
attainment of which is substantially uncertain. The Target which is established
for each fiscal year must exceed the earnings-per-share for the immediately
previous fiscal year. Targets are subject to adjustment for recapitalizations,
dividends, stock splits and reverse splits, reorganizations, issuances of
additional shares, redemptions of shares, option or warrant exercises,
reclassifications, significant acquisitions and divestitures and other
extraordinary events.
Each participating executive officer is entitled to receive a cash bonus
based on a percentage of his or her base salary for the fiscal year ("Base
Salary") as follows:
THEN THE AMOUNT OF
IF ACTUAL EARNINGS-PER-SHARE ARE: THE CASH BONUS IS:
- -------------------------------------------------------- -------------------
Less than 80% of Target................................. None
80% or more but less than 91% of Target................. 30% of Base Salary
91% or more but less than 100% of Target................ 45% of Base Salary
100% or more but less than 109% of Target............... 60% of Base Salary
109% or more but less than 118% of Target............... 70% of Base Salary
118% or more of Target.................................. 80% of Base Salary
12
<PAGE>
Notwithstanding the foregoing, in no event will the maximum cash bonus
payable to any participating executive officer under the Supplemental
Compensation Plan exceed $900,000 with respect to any fiscal year. In addition,
no participating executive officer is entitled to receive any bonus under the
Supplemental Compensation Plan with respect to any fiscal year unless the
Company's actual earnings-per-share for such fiscal year (subject to adjustment
as provided above) exceeds earnings-per-share for the prior fiscal year. No
bonuses are paid until the Compensation Committee certifies the extent to which
the Target has been attained.
Leonard Riggio, Irene R. Miller, Stephen Riggio and Mitchell S. Klipper are
the senior executive officers of the Company currently participating in the
Supplemental Compensation Plan.
Stock Options. The general purpose of long-term awards, currently in the
form of stock options, is to align the interests of the executive officers with
the interests of the Company's stockholders. Additionally, long-term awards
offer executive officers an incentive for the achievement of superior
performance over time and foster the retention of key management personnel. In
determining annual stock option grants, the Incentive Plan Committee has based
its decision on the individual's performance and potential to improve
stockholder value. The issuance of options at 100 percent of the fair market
value also assures that executives will receive a benefit only when the stock
price increases.
Compensation of Chief Executive Officer. Leonard Riggio's compensation is
determined pursuant to the principles noted above, including a bonus as
determined by the Supplemental Compensation Plan. Specific consideration is
given to Mr. Riggio's responsibilities and experience in the industry and the
compensation package awarded to chief executive officers of other comparable
companies.
Impact of Section 162(m) of the Internal Revenue Code. The Compensation
Committee has considered the potential impact of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), adopted under the Revenue
Reconciliation Act of 1993. This section disallows a tax deduction for any
publicly held corporation, for individual compensation exceeding $1,000,000 in
any taxable year paid to its chief executive officer or any of its four other
highest paid officers unless (i) the compensation is payable solely on account
of the attainment of performance goals, (ii) the performance goals are
determined by a compensation committee of two or more outside directors, (iii)
the material terms under which compensation is to be paid are disclosed to and
approved by stockholders and (iv) the compensation committee certifies that the
performance goals were met. Because it is in the best interests of the Company
to qualify to the maximum extent possible the compensation of its executives for
deductibility under applicable tax laws, the Company has implemented the
Supplemental Compensation Plan, which provides for the payment of compensation
in compliance with the above guidelines.
COMPENSATION COMMITTEE
Matthew A. Berdon, Chairman
Jan Michiel Hessels
Margaret T. Monaco
William Sheluck, Jr.
13
<PAGE>
PERFORMANCE GRAPH
Performance Graph. The following table compares the cumulative total
stockholder return on the Common Stock for the period commencing September 28,
1993 (the date on which the Common Stock commenced trading on the New York Stock
Exchange) through January 31, 1997 (the last trading date during the Company's
last completed fiscal year) with the cumulative total return on the Standard &
Poor's 500 Stock Index ("S&P 500") and the Dow Jones Retailers, Other Specialty
Industry Group Index (the "Dow Jones Specialty Retailers Index") over the same
period. Total return values were calculated based on cumulative total return
assuming (i) the investment of $100 in the Common Stock, the S&P 500 and the Dow
Jones Specialty Retailers Index on September 28, 1993 and (ii) reinvestment of
dividends.
[LINE GRAPH]
Dow Jones
Specialty
Barnes Retailers
& Noble S&P 500 Index
------- ------- ---------
9/28/93 100.0 100.0 100.0
1/28/94 105.0 103.7 100.6
1/27/95 147.5 101.9 103.4
1/26/96 138.1 134.7 92.1
1/31/97 155.6 170.3 109.1
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases space for its executive offices in properties in which a
principal shareholder/director/executive officer of the company has a minority
interest. The space was rented at an aggregate annual rent, including real
estate taxes, of approximately $1,307,000 during fiscal 1996. Such space is
rented under leases expiring in 1997 and 1998.
Marboro Books Corp., the Company's mail-order subsidiary, leases a 76,000
square foot office/warehouse from a partnership in which a principal
shareholder/director/executive officer of the Company has a 50% interest,
pursuant to a 15-year lease dated August 1987 requiring an annual rent of
$700,000.
The Company utilizes the LTA Group, Inc. ("LTA") as one of its freight
consolidators and carriers. A brother of a principal
shareholder/director/executive officer of the Company owns a 20% interest in
LTA. During fiscal 1996, the Company paid LTA $9,100,000 for freight
consolidation and deliveries, which represented approximately 15% of the
Company's freight costs.
B&N College, a company owned substantially by a principal
shareholder/director/executive officer of the Company, allocated certain
expenses it incurred on behalf of the Company for salaries, employee benefit
plan expenses and office support services approximating $115,000 during fiscal
1996.
The Company uses a jet aircraft owned by B&N College and pays for the costs
and expenses of operating the aircraft based upon the Company's usage. Such
costs, which include fuel, insurance, personnel and other costs, approximated
$1,685,000 during fiscal 1996.
The Company leases retail space in a building in which B&N College
subleases space for its executive offices. Occupancy costs allocated by the
Company to B&N College for this space totaled $544,000 during fiscal 1996.
During fiscal 1996, Software Etc. Stores, Inc. ("Software"), a company in
which two principal shareholders/directors had an ownership interest, operated
retail software departments within the Company's bookstores for which Software
was required to pay the Company license fees for the use of such space. Software
also operated, and paid all costs associated with, retail software stores that
B. Dalton opened when Software was a division of B. Dalton and for which B.
Dalton remained primarily liable for rent and other lease costs. On July 29,
1996, the Company purchased the inventory in all but 14 of the retail software
departments located within the Company's bookstores from Software for
approximately $9,000,000, and the Company assumed the operations of such
software departments.
On November 27, 1996, Babbage's Etc. LLC ("Babbage's"), a newly formed
company owned by two principal shareholders/directors of the Company, acquired
substantially all of Software's assets. Babbage's assumed the operations of the
remaining 14 retail software departments located within the Company's bookstores
and the 27 retail software stores, the leases for which B. Dalton is primarily
liable. As of November 27, 1996, the Company pays all rent related to these
leases and receives license fees from Babbage's equal to 7.0% or 8.0% of the
gross sales of such departments and stores for Babbage's use of such properties.
Like it did with Software, the Company provides real estate and construction
services to Babbage's and purchases business insurance on its behalf for which
the Company is reimbursed its costs to provide such services. The Company
charged Software and Babbage's, on a combined basis, $1,282,000 during fiscal
1996 for such services, license fees and insurance costs.
Michael N. Rosen, the Secretary and a Director of the Company, is a senior
member of Robinson Silverman Pearce Aronsohn & Berman LLP, which law firm has
represented the Company since its organization.
15
<PAGE>
The Company believes that the transactions discussed above, as well as the
terms of any future transactions and agreements (including renewals of any
existing agreements) between the Company and its affiliates, are and will be at
least as favorable to the Company as could be obtained from unaffiliated
parties. The Board of Directors will be advised in advance of any such proposed
transaction or agreement and will utilize such procedures in evaluating the
terms and provisions of such proposed transaction or agreement as are
appropriate in light of the fiduciary duties of directors under Delaware law. In
addition, the Board of Directors has established an Audit Committee, which
consists of two independent directors. One of the responsibilities of the Audit
Committee is to review related party transactions. See "Election of
Directors--Meetings and Committees of the Board--Audit Committee."
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
PROPOSAL 2
The Board of Directors has appointed the firm of BDO Seidman, LLP, which
firm was engaged as independent certified public accountants for the fiscal year
ended February 1, 1997, to audit the financial statements of the Company for the
fiscal year ending January 31, 1998. A proposal to ratify this appointment is
being presented to the stockholders at the Meeting. A representative of BDO
Seidman, LLP will be present at the Meeting and will have the opportunity to
make a statement and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS CONSIDERS BDO SEIDMAN, LLP TO BE WELL QUALIFIED AND
RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION. PROXIES SOLICITED HEREBY
---
WILL BE VOTED FOR THE PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR ABSTENTION
---
IS SPECIFICALLY INDICATED.
OTHER MATTERS
The Company does not intend to present any other business for action at the
Meeting and does not know of any other business intended to be presented by
others. If any matters other than the matters described in the Notice of Annual
Meeting of Stockholders and this Proxy Statement should be presented for
stockholder action at the Meeting, it is the intention of the persons designated
in the proxy to vote thereon according to their best judgment.
Proxy Solicitation. Solicitation may be made personally, by telephone, by
telegraph or by mail by officers and employees of the Company who will not be
additionally compensated therefor. The Company will request persons such as
brokers, nominees and fiduciaries holding stock in their names for others, or
holding stock for others who have the right to give voting instructions, to
forward proxy materials to their principals and request authority for the
execution of the proxy. The Company will reimburse such persons for their
expenses in so doing.
Financial and Other Information. The Company's Annual Report for the
fiscal year ended February 1, 1997, including financial statements, is being
sent to stockholders together with this Proxy Statement.
Compliance with Section 16(a) of the Securities Exchange Act. Section
16(a) of the Exchange Act requires the Company's executive officers and
Directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file initial statements of beneficial
ownership (Form 3), and statements of changes in beneficial ownership (Forms 4
and 5), of Common Stock of the Company with the Securities and Exchange
Commission. Executive officers, Directors
16
<PAGE>
and greater than ten-percent stockholders are required to furnish the Company
with copies of all such forms they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required, all filing requirements
applicable to its executive officers, Directors, and greater than ten-percent
stockholders were complied with.
Stockholder Proposals. Proposals of stockholders intended to be presented
at the Annual Meeting of Stockholders to be held in 1998 must be received by the
Secretary, Barnes & Noble, Inc., 122 Fifth Avenue, New York, New York 10011, no
later than January 2, 1998.
STOCKHOLDERS ARE URGED TO FORWARD THEIR PROXIES WITHOUT DELAY. A PROMPT
RESPONSE WILL BE GREATLY APPRECIATED.
By Order of the Board of Directors
Leonard Riggio
Chairman
May 2, 1997
17
<PAGE>
/ /
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below / / for all nominees listed below / / / /
Nominees: Irene R. Miller, William Dillard, II, and Michael N. Rosen
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions
----------------------------------------------------------------
2. RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP, as the independent
certified public accountants of the company for the fiscal year ending
January 31, 1998.
FOR / / AGAINST / / ABSTAIN / /
Change of Address and
or Comments Mark Here / /
Please sign exactly as name appears to
the left. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Date: , 1997
---------------------------
| ---------------------------------------
| Signature
|
_______| ---------------------------------------
Signature if held jointly
Please Mark, Sign, Date and Return
this Proxy Card Promptly Using the Votes MUST be indicated
Enclosed Envelope. (x) in Black or Blue ink. / /
- ------------------------------------------------------------------------------
BARNES & NOBLE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Leonard Riggio and Irene R. Miller, and each
of them, as his true and lawful Agents and Proxies, with full power of
substitution in each, and hereby authorizes them to represent and to vote, as
designated on the reverse side hereof, all the shares of common stock of Barnes
& Noble, Inc. held of record by the undersigned on April 16, 1997, at the Annual
Meeting of Stockholders to be held on June 4, 1997, and any adjournments or
postponements thereof, with the same effect as if the undersigned were present
and voting such shares, on all matters as further described in the accompanying
Proxy Statement.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders dated May 2, 1997 and the accompanying Proxy Statement.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" EACH OF THE BOARD OF
DIRECTORS' NOMINEES, AND "FOR" PROPOSAL 2. THE PROXIES, IN THEIR DISCRETION, ARE
AUTHORIZED TO VOTE UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.
By executing this proxy, the undersigned hereby revokes all prior proxies.
(Continued, and to be signed and dated on the reverse side.)
BARNES & NOBLE, INC.
P.O. BOX 11280
NEW YORK, N.Y. 10203-0280
