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Barnes & Noble to Ratify Shareholder Rights Plan

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Oct 11 – Oct 17, 2010 Edition Barnes & Noble to Ratify Shareholder Rights Plan

New York, New York/Authorlink News/October 12, 2010 –Barnes & Noble today announced that it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission (“SEC”) in connection with a special shareholder meeting to be held on November 17, 2010. The purpose of the special meeting is to seek stockholder ratification of the adoption of the Company’s Shareholder Rights Plan by the Company’s Board of Directors.

When the Rights Plan was adopted in November of 2009, the Company stated that it would give shareholders an opportunity to vote to ratify the plan within twelve months. The special meeting will provide that opportunity. Shareholders of record as of the close of business on October 21, 2010, will be eligible to vote at the meeting.

In general, the Rights Plan limits the ability of individuals or groups to acquire more than 20% of Barnes & Noble’s outstanding stock without Board approval. At the Company’s annual meeting on September 28, 2010, shareholders defeated a precatory proposal that sought to raise the Rights Plan threshold from 20% to 30%.

Barnes & Noble intends to solicit proxies from its shareholders to ratify the Rights Plan in connection with the special meeting.

Barnes & Noble Inc. and Chairman Leonard Riggio recently beat back activist investors and Ronald Burkle’s Yucaipa Cos in their attempt to end Mr. Riggio’s nearly four decades of control over the nation’s largest bookstore chain.