Barnes & Noble is hoping that the support of three smaller proxy advisory services will outweigh the recommendations of the larger Institutional Shareholder Services that early Monday said it believes shareholders should support the candidates for the B&N board nominated by Ron Burkle. In responding to ISS report, B&N said that in addition to Glass Lewis & Co., the Egan-Jones Proxy Services had recommended that shareholders support the B&N-backed slate led by Len Riggio as well as the firm Proxy Governance.
While ISS agreed with Burkle that the B&N board is too closely linked to Riggio and that the company’s stock price has underperformed, Glass-Lewis and Egan-Jones supported the B&N position that Burkle is trying to take control of the company without paying a premium price and that Burkle has not put forth a plan on what he would do to improve shareholder value. In an interview with the New York Times, Burkle said he has ideas for the company, but that since he has no plans to take over the company he doesn’t feel it’s necessary to make them public. In its report, Proxy Governance gave a stong endorsement to the two board nominees running with Riggio, Dave Golden and David Wilson, are the most qualified to help guide B&N throughout the next few years.
The B&N board said it found ISS's analysis "flawed and not in the best interest of our shareholders."
