Guess Who Just Got a No-Confidence Vote?

Is a Pyrrhic victory even a victory at all?

That question should loom large today for shareholders of bookseller Barnes & Noble (NYSE: BKS  ) . A long and difficult battle of wills between company chairman Leonard Riggio and activist investor Ron Burkle ended with a narrow victory for the incumbent Barnes & Noble board, sending billionaire Burkle to the back of the line. His plan to replace Riggio and try some new strategies in the rapidly changing bookseller industry has reached a denouement.

Or has it? Consider the results of the shareholder vote that both parties were trying to influence:

Faction

Votes Directly Controlled

Final Tally

Riggio et al.

36%

44%

Burkle

19%

39%

Source: The New York Times and The Wall Street Journal.

The table above compares the voting powers of Burkle's own Yucaipa Companies and those of the Riggio family. It does not include Burkle's frequent allies at Aletheia Research, which tends to vote in tandem with Burkle and holds roughly a 15% stakes in Barnes & Noble. In this light, the vote was an outright win for Riggio and his supporters, albeit a hollow one; he got less than 50% of the popular vote. In fact, it looks like some 17% of shares weren't voted at all.

Of the shares not controlled directly by either Riggio or Burkle, Burkle managed to nab 20 percentage points, while Riggio garnered just 8 percentage points. Moreover, B&N insiders owned 2% of those shares, so it's not unreasonable to assume that they voted with Riggio and the company. On the surface, it looks like Burkle scored more than three-quarters of votes from independent shares.

One further wrinkle: According to reports, a significant number of Aletheia shares weren't voted, including shares that were out on loan as of the record date. So the independent shareholders seemed to vote overwhelmingly in favor of Burkle. A no-confidence vote for B&N?

Any way you slice it, this is an alarmingly weak show of support from common shareholders and other institutional owners. Michael Dell got 75% of the shareholder vote at Dell's (Nasdaq: DELL  ) latest annual meeting, and it felt like a defeat. Michael Eisner was ousted from chairman's role at Disney (NYSE: DIS  ) after 43% of shares were voted against him. Given Riggio's substantial holdings in Barnes & Noble, an outright shareholder revolt is probably not possible. Still, this is a Pyrrhic victory at best.

B&N's Nook e-book reader is a nice little entry into the digital era of publishing, which is approaching like a runaway freight train. However, the Nook is hardly a challenger to either the Amazon.com (Nasdaq: AMZN  ) Kindle or Apple (Nasdaq: AAPL  ) iPad. Burkle wants to transform the company's entire business model around a more digital strategy. I think that's Barnes & Noble's last chance to stay afloat.

Is it too late to start a new chapter in the company's history -- one with a happy ending?

Fool contributor Anders Bylund holds no position in any of the companies discussed here. Walt Disney is a Motley Fool Inside Value pick. Apple, Amazon.com, and Disney are Motley Fool Stock Advisor recommendations. The Fool owns shares of Apple. Try any of our Foolish newsletter services free for 30 days. True to its name, The Motley Fool is made up of a motley assortment of writers and analysts, each with a unique perspective; sometimes we agree, sometimes we disagree, but we all believe in the power of learning from each other through our Foolish community. You can check out Anders' holdings and a concise bio if you like, and The Motley Fool is investors writing for investors.


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  • Report this Comment On September 28, 2010, at 10:51 PM, LemonMeister wrote:

    Thank you Barnes and Noble Shareholders for stopping KB Home from ruining the book selling business. Barnes and Noble did score a major victory. Many retailers faced changes including Pier1, and did turn it around. Riggio told his shareholders about Ronald Burkle and Stephen Bollenbach - this should be a wake up call across every company, these two get involved in! Just like Nancy Regan said: "Just Say NO". Google KB Home Sucks http://www.akbhomesucks.com KB Home ignores its customers and defies the FTC Consent order, file your KB Home complaint to the FTC & http://www.hobb.org is this anyway to run companies Burkle? Bollenbach? are you in there? Are you so far removed from reality with Y H S U Y A ?

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