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 (see General Instruction A.2. below):

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of Barnes & Noble, Inc. (the “Company”) approved the base salaries and performance criteria for purposes of determining bonuses to be paid to the executive officers listed below for the Company’s fiscal year ending January 30, 2010 (“fiscal 2009”). Additional information with respect to the compensation arrangements for the named executive officers will be set forth in the Company’s Proxy Statement for the 2009 Annual Meeting.

 

2009 Base Salaries

 

In response to the current economic environment, at management’s recommendation, the Committee elected not to increase the fiscal 2009 base salaries for each of: Leonard Riggio, Chairman; Stephen Riggio, Vice Chairman and Chief Executive Officer; Mitchell S. Klipper, Chief Operating Officer; Joseph J. Lombardi, Chief Financial Officer; and J. Alan Kahn, President of Barnes & Noble Publishing. The salary of William J. Lynch, President of Barnes & Noble.com, will be in accordance with the Employment Agreement between Mr. Lynch and the Company dated January 6, 2009 (the “Lynch Employment Agreement”), which was previously filed as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 8, 2009.

 

Performance Criteria for 2009 Bonuses

 

The performance criteria are based on earnings before interest, taxes, depreciation and amortization, on a consolidated basis (without taking into consideration certain strategic business initiatives), with bonus payouts based on a percentage of annual salary as set forth below. Bonuses may also be earned in lesser percentages if targets are not achieved by specified amounts.

 

 

1) Pursuant to the Lynch Employment Agreement, Mr. Lynch’s 2009 Bonus is guaranteed at 150% of his fiscal 2009 base salary.

 

In addition to the above bonuses, if Mr. Klipper achieves a fiscal 2009 performance target based on earnings before interest, taxes, depreciation and amortization for the Company’s retail and online businesses, he will receive 33,333 restricted shares of the Company’s common stock, vesting in equal annual installments on the first through third anniversaries of the date of grant.

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 hereunto duly authorized.