Billionaire investor Ron Burkle and his Yucaipa American Management fund is pressing top US bookseller Barnes & Noble Inc to add three to four new independent directors to the board. In a filing with the US Securities & Exchange Commission disclosed on Wednesday, Burkle wrote that representatives from his fund discussed corporate governance practices with unnamed Barnes & Noble representatives on March 29.
It was unclear whether Burkle himself was part of the discussions. Yucaipa also reiterated a request that the Barnes & Noble poison pill be changed to allow any shareholder to acquire the same level of shares as the controlling Riggio family, the filing said. Burkle and Yucaipa hold a 18.7 percent stake in Barnes & Noble, according to the filing.
Barnes & Noble rejected in February a request by Burkle to double his share in the company without triggering the poison pill provision. The poison pill is triggered once any single investor's stake rises above 20 percent. It is designed to prevent hostile take-overs by allowing current shareholders to dilute the buyer's holdings by purchasing more shares at a discount.
The Riggio family and other company insiders own about 31 percent of Barnes & Noble shares. Burkle has previously asked how the family can collectively own at least half of the company's shares without triggering the pill. Barnes & Noble has said it would put the poison pill up for a shareholder vote within 12 months of its adoption. Shares of Barnes & Noble closed down 3.4 percent at $21.62 on the New York Stock Exchange.
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