With the vote on its shareholder’s right plan scheduled for November 17, the Barnes & Noble board of directors has amended the so-called poison pill to limit the amount of new shares controlled by the Riggio family. Under the changes, the board would not be able to make any additional equity grants to Len Riggio, Steve Riggio and their immediate family members without triggering the provisions in the rights plan. In addition, if any of the Riggios were to acquire additional shares through the exercise of existing options, they must dispose of the option shares within 60 days after the option shares are acquired and, prior to such disposition, they must vote the option shares pro rata with all other shares voted so as not to influence the outcome of any shareholder vote.
B&N said the amendments “reflect input for the company’s shareholders.” The amount of influence the Riggios have over B&N and creation of the poison pill were the two major areas of contention for Ron Burkle when he launched his failed bid to place three alternate directors on the B&N board. Burkle, still B&N’s largest outside shareholder, has not publicly stated his position on the November 17 vote.
In another corporate development, the company said that the two newly-elected directors, David Golden and David Wilson, have been added to the special committee of independent directors that is overseeing the B&N’s strategic alternatives review process that could result in the sale of the company.
