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): March 825, 2019 (March 419, 2019)

BARNES & NOBLE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

1-12302

(Commission

File Number)

06-1196501

(IRS Employer

Identification No.)

122 Fifth Avenue, New York, New York

(Address of principal executive offices)

10011

(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 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 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 5.02

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

~~Employment~~On ~~Agreements~~March ~~with~~19, ~~Timothy~~2019, ~~Mantel~~Barnes & Noble, ~~William~~Inc. E(the “Company”) issued a press release announcing that Joseph C. ~~Wood~~Gorman joined the Company as Executive Vice President, Operations (the “Press Release”). Mr. Gorman, 48, was previously employed by General Nutrition Centers (GNC), where he served for the last two years as Executive Vice President, Operations. Prior to that position, Mr. Gorman was Senior Vice President, Store Operations from January 2017 to March 2017 and ~~Mary~~Vice ~~Ellen~~President, ~~Keating~~Western Division from December 2015 to January 2017. Prior to joining GNC, Mr. Gorman was President of Anomaly Republic, a clothing retailer headquartered in California, from 2014 to 2015. Prior to that, Mr. Gorman held leadership positions at GameStop and Home Depot.

~~Effective~~A ascopy of ~~March 4, 2019 (~~the ~~“Effective~~Press ~~Date”),~~Release ~~Barnes~~is &attached ~~Noble,~~hereto ~~Inc.~~as ~~(the~~Exhibit ~~“Company”) entered into an employment agreement with each of Timothy Mantel, William E~~99. ~~Wood and Mary Ellen Keating (each, an “Agreement”), with the term of each Agreement beginning on the Effective Date and ending on the third anniversary thereof~~1. ~~The term of each Agreement will automatically renew for additional one‑year periods, unless either party gives the other party 90 days written notice.~~

~~Pursuant~~Employment toAgreement the Agreements, Mr. Mantel agrees to continue to serve as Executive Vice President, Chief Merchandising Officer, Mr. Wood agrees to serve as Executive Vice President, President Digital, and Ms. Keating agrees to continue to serve as Senior Vice President, Corporate Communications, and each executive will report to the Company’s chief executive officer or, in the absence of an individual serving in such role, the Chairman of the Board of Directors. Messrs. Mantel and Wood and Ms. Keating will be entitled to an annual base salary of $600,000, $600,000 and $640,000, respectively, or such higher amount as determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”). For fiscal year 2020, Messrs. Mantel and Wood and Ms. Keating will receive equity-based awards pursuant to the Company’s long-term equity incentive program, with ~~50%~~Joseph of such awards granted in the form of time-based restricted stock units and 50% of such awards granted in the form of performance-based restricted stock units, and in each subsequent fiscal year the executives will be eligible to participate in the Company’s long-term equity incentive program, as determined by the CommitteeC. Gorman

~~During~~Effective ~~each~~as ~~fiscal~~of ~~year~~March ~~following~~19, 2019 (the “Effective Date”), ~~Messrs.~~the ~~Mantel~~Company ~~and~~entered ~~Wood~~into ~~and Ms. Keating will receive~~ an ~~annual~~employment ~~bonus~~agreement ~~determined~~with byMr. Gorman (the ~~Committee~~“Agreement”), with athe ~~target~~term ~~bonus amount~~ of nothe ~~less~~Agreement ~~than~~beginning ~~60%,~~on ~~60%~~the Effective Date and ~~40%,~~ending ~~respectively,~~on ofthe ~~their~~third ~~annual~~anniversary ~~base salaries~~thereof. The ~~Agreements~~term ~~also~~of ~~provide~~the ~~that~~Agreement ~~each executive~~ will ~~receive~~automatically ~~any~~renew ~~benefits~~for toadditional ~~which~~one‑year heperiods, orunless ~~she~~either isparty ~~entitled~~gives ~~under~~ the ~~employee~~other ~~benefits~~party ~~plans~~90 ~~that~~days ~~the~~written ~~Company provides for its employees and executive officers generally~~notice.

Pursuant to the ~~Agreements~~Agreement, ~~Messrs~~Mr. ~~Mantel~~Gorman ~~and~~agrees ~~Wood and Ms. Keating will be entitled~~ to ~~severance~~serve ~~benefits~~as inExecutive ~~connection~~Vice ~~with~~President, ~~certain~~Operations ~~terminations~~and ofwill ~~employment.~~report Into the ~~event that the executive~~Company’s ~~employment~~chief isexecutive ~~terminated~~officer ~~by the Company without “cause”~~ or, ifin the ~~executive~~absence ~~terminates~~of ~~for~~an ~~“good~~individual ~~reason”,~~serving ~~subject~~in tosuch role, the ~~execution~~Chairman of athe ~~release~~Board of ~~claims~~Directors. Mr. ~~against~~Gorman ~~the Company, the executive~~ will be entitled to ~~a lump-sum payment of~~ an ~~amount~~annual ~~equal~~base tosalary ~~his~~of $600,000, or ~~her~~such ~~annual~~higher ~~base~~amount ~~salary. The~~as ~~Agreements~~determined ~~additionally~~by ~~entitle~~the ~~each~~Compensation ~~executive~~Committee toof ~~participate in~~ the Company’s ~~Change~~Board ~~in Control Severance Plan, dated as~~ of ~~December~~Directors ~~4, 2018, or any successor plan thereto~~ (the “~~Change in Control Severance Plan~~Committee”).

~~The~~Beginning ~~Agreements~~in ~~additionally~~fiscal ~~provide~~year ~~that~~2020, ~~Messrs~~Mr. ~~Mantel~~Gorman ~~and~~will ~~Wood~~receive ~~and~~an ~~Ms.~~annual ~~Keating~~bonus ~~will~~determined beby ~~subject~~the toCommittee ~~certain~~with ~~restrictive~~a ~~covenants~~target ~~regarding~~bonus ~~competition,~~amount ~~solicitation,~~of ~~confidentiality~~no ~~and~~less ~~disparagement~~than 60% of his annual base salary. Mr. ~~The~~Gorman ~~non~~will also receive a sign-~~competition~~on ~~and~~bonus ~~non~~of $400,000 (the “Sign-~~solicitation~~on ~~covenants~~Bonus”), ~~apply~~payable ~~during~~in two equal installments on the ~~term~~first payroll date following each of the ~~Agreement~~Effective Date and ~~for~~January ~~the~~31, ~~one-year~~2020, ~~period~~subject ~~following~~to ~~termination~~Mr. ofGorman’s continued employment, ~~and~~through each applicable payment date. In the ~~confidentiality~~event ~~and~~Mr. ~~non‑disparagement~~Gorman ~~covenants~~is ~~apply~~terminated ~~during~~by the ~~term~~Company offor ~~the~~“cause” ~~Agreement~~or ~~and~~by atMr. ~~all~~Gorman ~~times~~without ~~thereafter~~“good reason”, Mr. Gorman will be required to repay a prorated portion of the Sign-on Bonus.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofAgreement, ~~each~~on ~~Agreement~~or isabout aApril ~~summary~~1, of2019, ~~its~~Mr. ~~material~~Gorman ~~terms,~~will ~~does~~be ~~not~~granted ~~purport~~restricted tostock beunits ~~complete~~with an aggregate grant date value equal to $200,000, ~~and~~which iswill ~~qualified~~vest in ~~its~~three ~~entirety~~equal byannual ~~reference~~installments toon each ~~Agreement~~of ~~filed~~the first three anniversaries of the grant date, subject to Mr. Gorman’s continued employment as ~~Exhibits~~of 10each applicable vesting date.1 In addition, 10for fiscal year 2020, Mr.2 Gorman will receive equity-based awards pursuant to the Company’s long-term equity incentive program, with 50% of such awards granted in the form of time-based restricted stock units and 1050% of such awards granted in the form of performance-based restricted stock units, and in each subsequent fiscal year Mr.3 Gorman will be eligible to ~~this~~participate ~~report~~in ~~and~~the ~~incorporated~~Company’s long-term equity incentive program, as determined by ~~reference~~the ~~herein~~Committee.

~~Amendment~~The Agreement also provides that Mr. Gorman will be entitled to ~~the~~temporary ~~Employment~~housing ~~Agreement~~for up to six months and reimbursement for relocation expenses, in each case, in accordance with ~~Allen~~the W.Company’s ~~Lindstrom~~Corporate Relocation Policy, and will receive any benefits to which he is entitled under the employee benefits plans that the Company provides for its employees and executive officers generally.

~~Effective~~Pursuant asto ofthe ~~March 4~~Agreement, ~~2019,~~ Mr. ~~Lindstrom~~Gorman ~~and~~will ~~the~~be ~~Company~~entitled ~~entered into an amendment~~ to ~~Mr.~~severance ~~Lindstrom’s~~benefits ~~employment~~in ~~agreement~~connection with ~~the~~certain ~~Company~~terminations ~~dated as~~ of ~~December~~employment. ~~23,~~In ~~2013 (such agreement,~~ the ~~“Lindstrom~~event ~~Agreement” and such amendment, the “Amendment”), which provides~~ that ~~the~~Mr. ~~term~~Gorman’s ofemployment ~~the~~is ~~Lindstrom~~terminated ~~Agreement,~~by ~~as amended, will begin on~~ the ~~Effective~~Company ~~Date~~without ~~and~~“cause” ~~end~~or onby ~~the~~him ~~third~~for ~~anniversary~~“good ~~thereof~~reason”, subject to ~~automatic~~the ~~renewal~~execution ~~for~~of ~~additional~~a ~~one-year~~release ~~periods~~of inclaims ~~accordance~~against ~~with~~ the ~~Lindstrom Agreement. Pursuant to the Amendment~~Company, Mr. ~~Lindstrom~~Gorman ~~agrees to serve as Executive Vice President, Chief Financial Officer, and~~ will ~~report~~be entitled to ~~the~~a ~~Company’s~~lump-sum ~~chief~~payment ~~executive officer or, in the absence~~ of an ~~individual~~amount ~~serving~~equal into ~~such~~his ~~role,~~annual ~~the~~base ~~Chairman of the Board of Directors~~salary. InThe ~~addition,~~Agreement ~~the~~additionally ~~Amendment~~entitles ~~provides that~~ Mr. ~~Lindstrom~~Gorman ~~is entitled~~ to: (i) an annual base salary of $600,000; (ii) for fiscal year 2020, equity-based awards pursuant to the Company’s long-term equity incentive program, with 50% of such awards granted in the form of time-based restricted stock units and 50% of such awards granted in the form of performance-based restricted stock units, and, in each subsequent fiscal year, eligibility to participate in the Company’s long-term equity incentive program, as determined by the Committee; and (iii) the greater of the enhanced severance payments and benefits payable in connection with a qualifying termination of employment following a “change in control” pursuant to the Lindstrom Agreement and such payments and benefits payable pursuant to the Change in Control Severance Plan, asdated ~~in effect~~ as of ~~the~~December ~~Effective Date. In addition~~4, ~~the Amendment includes certain changes to the restrictive covenants regarding competition and confidentiality~~2018, ~~which~~or ~~generally~~any ~~are~~successor ~~intended~~plan tothereto ~~align such restrictions with those generally applicable to~~ (the ~~Company’s executives in accordance with the Agreements and the~~ “Change in Control Severance Plan”).

The ~~foregoing~~Agreement ~~description~~additionally ofprovides ~~the~~that ~~Amendment~~Mr. isGorman awill ~~summary~~be ofsubject ~~its~~to ~~material~~certain ~~terms~~restrictive covenants regarding competition, ~~does~~solicitation, ~~not~~confidentiality ~~purport~~and todisparagement. beThe ~~complete,~~non-competition and isnon-solicitation ~~qualified~~covenants inapply ~~its~~during ~~entirety~~the byterm ~~reference~~of tothe Agreement and for the ~~Amendment~~one-year ~~filed~~period asfollowing ~~Exhibit~~termination ~~10.4~~of toemployment, ~~this~~and ~~report~~the confidentiality and ~~incorporated~~non‑disparagement bycovenants ~~reference~~apply ~~herein~~during the term of the Agreement and at all times thereafter.

The foregoing description of the Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this report and incorporated by reference herein.

Retention Award

Effective as of March 419, 2019, ~~each of Messrs~~Mr. ~~Lindstrom,~~Gorman ~~Mantel and Wood and Ms. Keating~~ was granted a cash retention award equal to $~~1.05 million, $~~960,000, ~~$960,000 and $896,000, respectively,~~ in connection with ~~each~~his ~~executive’s~~ entering into anthe Agreement ~~or Amendment, as applicable, and in recognition of each executive’s efforts and to encourage continued dedication to~~ (the ~~Company (each, a~~ “Retention Award”). ~~Each~~The Retention Award was made pursuant to an agreement (athe “Retention Award Agreement”), which provides that the Retention Award will be payable upon the earlier of (i) March 419, 2022 and (ii) the first anniversary of a “change in control”, subject to ~~the~~Mr. Gorman’s continued employment ~~of each executive~~ as of the applicable date, and will be payable in addition to any payments ~~the~~Mr. ~~executive~~Gorman may become entitled to under the Change in Control Severance Plan. In the event ~~the~~Mr. ~~executive~~Gorman’s employment is terminated without “cause” at any time, or, following a “change in control”, by ~~the~~Mr. ~~executive~~Gorman for “good reason,” ~~the~~he ~~executive~~ will be entitled to receive the Retention Award (subject to the execution of a release of claims).

The foregoing description of the Retention Award Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Form of Retention Award Agreement, ~~filed~~a copy of which was attached as Exhibit 10.5 to ~~this~~the ~~report~~Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2019, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Employment Agreement between Barnes & Noble, Inc. and ~~Timothy~~Joseph ~~Mantel~~C. Gorman
10.2	Employment Agreement between Barnes & Noble, Inc. and William E. Wood
99.1	Press Release
10.3	Employment Agreement between Barnes & Noble, Inc. and Mary Ellen Keating
10.4	Amendment to Employment Agreement between Barnes & Noble, Inc. and Allen W. Lindstrom
10.5	Form of Retention Award Agreement

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.

	BARNES & NOBLE, INC.
Date: March 8, 2019	By:	/s/ Bradley A. Feuer
Date: March 25, 2019	By:	/s/ Bradley A. Feuer
		Name: Bradley A. Feuer
		Title: Vice President, General Counsel & Corporate Secretary

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