Barnes & Noble (BKS)

Item 4. Submission of Matters to a Vote of Security Holders

The Company’s Annual Meeting of Shareholders was held on June 7, 2006 (the Annual Meeting). At the close of business on the record date for the meeting (which was April 12, 2006), there were 66,503,467 shares of Common Stock outstanding and entitled to vote at the meeting. Holders of 61,037,062 shares of Common Stock (representing a like number of votes) were present at the meeting, either in person or by proxy.

At the Annual Meeting, the following individuals were elected to the Company’s Board of Directors to hold office for a term of three years and until their respective successors are duly elected and qualified, by the following vote:

The following individuals continue to serve on the Company’s Board of Directors until the expiration of their terms: Leonard Riggio, Stephen Riggio, Matthew A. Berdon, Michael J. Del Giudice, Patricia Higgins, Margaret T. Monaco, William Reilly, William Sheluck, Jr., and Lawrence S. Zilavy.

At the Annual Meeting, the shareholders also ratified the appointment of BDO Seidman, LLP as the Company’s independent certified public accountants for the fiscal year ending February 3, 2007, by the following vote:

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Table of Contents

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the 13 weeks ended January 28, 2006.

PART II