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)

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:

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 Company’s stockholders approved Proposal 6 relating to the declassification of the Company’s board of directors. Accordingly, on September 19, 2017, the Company (1) filed with the Delaware Secretary of State’s office a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation and (2) amended its Amended and Restated By-Laws. Such Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation and such amendment to the Company’s 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 Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote:

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 Company’s stockholders approved, on an advisory basis, compensation of the Company’s 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:

Advisory (non-binding) Vote on Frequency of holding an advisory vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the frequency of holding a vote on compensation of the Company’s 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:

Re-Approval of the Performance Goals set forth in the Company’s Amended and Restated 2009 Incentive Plan. The Company’s stockholders re-approved the performance goals set forth in the Company’s Amended and Restated 2009 Incentive Plan by the following vote:

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 Company’s stockholders approved the proposal by the following vote:

Amendment to Company’s Certificate of Incorporation and By-laws to declassify the Board. The Company’s stockholders approved the amendments to the Company’s Certificate of Incorporation and By-laws to declassify the Board by the following vote:

Amendment to the Company’s By-laws to implement majority voting in uncontested director elections. The Company’s stockholders did not approve the amendment to the Company’s By-laws to implement majority voting in uncontested director elections by the following vote:

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 Company’s certificate of incorporation and by-laws. The Company will evaluate whether to submit such a proposal again at the Company’s 2018 annual meeting of stockholders.

(d) Exhibits.

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.