(e) On September 11, 2012, the stockholders of Barnes & Noble, Inc. (the "Company") approved the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan (the "Amended Plan"). The Board of Directors of the Company (the "Board") had previously approved the Amended Plan on July 16, 2012, subject to stockholder approval. The material terms of the Amended Plan are summarized on pages 61 through 69 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 23, 2012 (the "Proxy Statement"), which description is incorporated by reference herein. This description of the Amended Plan is qualified in its entirety by reference to the actual terms of the Amended Plan, a complete copy of which is set forth as Appendix A to the Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.

In connection with the approval of the Amended Plan, on September 11, 2012, the Compensation Committee of the Board (the "Compensation Committee") adopted forms of option award agreement, restricted stock award agreement and restricted stock unit award agreement that are expected to be used for awards granted under the Amended Plan, which forms are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively.

Effective September 11, 2011, the shareholders approved, and the Company subsequently granted, a non-qualified stock option under the Company's Amended Plan to Chief Executive Officer William J. Lynch to purchase 500,000 shares of the common stock of the Company, as disclosed in the Company's proxy statement as filed with the SEC on July 23, 2012. The new form of award agreement appended hereto is being used for that grant. A Form 4 will be filed with the SEC regarding the grant.

The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on September 11, 2012. 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:

          Name                Votes For  Votes Withheld Broker Non-Votes
          William Dillard, II 59,105,206 3,818,961      3,674,492
          Patricia L. Higgins 62,478,270 445,897        3,674,492

Mr. Dillard and Ms. Higgins will hold office until the 2015 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:

Votes For Votes Against Abstentions Broker Non-Votes 59,475,453 2,830,430 618,284 3,674,492

Approval of the Amended Plan. The Company's stockholders approved the Amended Plan by an affirmative vote of a majority of the votes cast on the proposal, such total votes cast representing more than 50% in interest of all shares entitled to vote thereon. The results of voting on the proposal are set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 61,115,516 1,497,369 311,282 3,674,492

Ratification of the Appointment of BDO USA, LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 27, 2013. The Company's stockholders approved the proposal by the following vote:

Votes For Votes Against Abstentions 66,133,826 176,552 288,281

(d) Exhibits. The following Exhibits are filed as part of this Report on Form 8-K:

Exhibit No.                                 Description

   10.1       Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan
              (incorporated by reference to Appendix A to Barnes & Noble, Inc.'s
              definitive proxy statement on Schedule 14A filed with the Securities
              and Exchange Commission on July 23, 2012).

   10.2       Form of Option Award Agreement pursuant to the Amended and Restated
              Barnes & Noble, Inc. 2009 Incentive Plan.

   10.3       Form of Restricted Stock Award Agreement pursuant to the Amended and
              Restated Barnes & Noble, Inc. 2009 Incentive Plan.

   10.4       Form of Restricted Stock Unit Award Agreement pursuant to the Amended
              and Restated Barnes & Noble, Inc. 2009 Incentive Plan.