Last Chance to Vote: Doug Bergeron Urges Ethan Allen Shareholders to Elect a New Board Majority and Releases Concluding Video Message to Investors and Employees
Two Decades of Underperformance, Failed Strategy and Execution, and Inadequate Board Oversight Have Left Ethan Allen at a Critical Juncture
Incumbent Board Faces Serious Questions About Director Integrity, Transparency and Oversight; Bergeron Has the Qualified Team and Plan to Restore Growth
A New Board Majority is Required to End Incumbent Control, Independently Oversee CEO Succession and Deliver Meaningful Change
View Mr. Bergeron’s Concluding Video Message, Which Details Actions by Incumbent Directors Tsai and Casar That Have Compromised the Trust of Stakeholders, at www.EthanAllenGrowth.com/Videos
Vote the WHITE Proxy Card “FOR” All Five of Mr. Bergeron’s Nominees Ahead of the November 4 Annual Meeting
PARK CITY, Utah–(BUSINESS WIRE)–
Doug Bergeron, who together with his affiliates and associates beneficially owns approximately 5.2% of Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE: ETD), today urged shareholders to vote on the WHITE universal proxy card “FOR” ALL FIVE of his nominees – Douglas G. Bergeron, Anna Brockway, Kristine E. Miller, Steve Oblak, and Stefanie Tsen Ward – to Ethan Allen’s Board of Directors (the “Board”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on November 4, 2026.
Mr. Bergeron also released a video speaking directly to Ethan Allen shareholders and employees about the importance of trust to organizational success, and how actions by the incumbent Board have compromised the trust of the Company’s stakeholders. Mr. Bergeron and his nominees vow to exhibit better judgment and to do right by shareholders and employees alike. The video is available at www.EthanAllenGrowth.com/Videos.
Mr. Bergeron commented:
“Replacing a minority of the incumbent directors will not change Ethan Allen’s trajectory. After 15 consecutive quarters of year-over-year sales declines, the Board has scheduled its latest financial results for after shareholders vote on the composition of the Board. For years, Ethan Allen’s proxy statements also did not disclose that director Cynthia Ekberg Tsai, now overseeing CEO succession, had been sued over allegations that she abused her positions as CEO and director of another public company, sanctioned by a court and held in civil contempt for destroying evidence, and terminated from her role ‘for cause’.
“These are fundamental questions of transparency, judgment and accountability. Shareholders cannot afford to risk another year of operational decline. Under the Company’s own timetable, the Board elected on November 4 will select Ethan Allen’s next CEO before shareholders have another opportunity to vote at an annual meeting. Returning an incumbent majority to control CEO selection, strategic direction and capital allocation is not a mandate for fundamental change. It leaves the status quo in control.”
The three leading independent proxy advisory firms recognize the need for immediate, meaningful change. Glass, Lewis & Co. (“Glass Lewis”) and Egan-Jones Proxy Services (“Egan-Jones”) both recommend that shareholders vote “FOR” ALL FIVE of Mr. Bergeron’s nominees and “WITHHOLD” votes from all five incumbent directors. Institutional Shareholder Services Inc. (“ISS”) also recommends withholding votes from Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable.
- BOARD ACCOUNTABILITY: “…the greater risk at this time appears to be entrusting critical oversight responsibilities to a board that has consistently failed to deliver on matters of operational accountability, shareholder value and executive succession…” (Glass Lewis, October 23, 2026)
- FAILED STRATEGY AND EXECUTION: “…Ethan Allen’s overly familiar strategic assurances, protracted operational regression, muddled capital priorities and questionable governance architecture functionally reinforce a long-standing, value-crimping divide between optimistic messaging and moribund execution.” (Glass Lewis, October 23, 2026)
- CEO SUCCESSION: “…the board’s ability to identify, attract, and retain a successor may itself be constrained by a governance and management framework that has become closely associated with Kathwari’s leadership and influence.” (ISS, October 26, 2026)
- SHAREHOLDER TRUST: “Moreover, the board’s approach to this contest has featured tactics of diversion and obfuscation. These are damaging, in that they compromise the ability of shareholders to trust the board, particularly on important matters like a CEO succession.” (ISS, October 26, 2026)
- EXECUTION ABILITY: “The key difference between the two sides is not the diagnosis but the ability to act on it. Management has described the same problems, and the same fixes, for well over a decade… Each time, it said the company was positioned for growth. The results never followed.” (Egan-Jones, October 19, 2026)
- DGB’S QUALIFICATIONS: “The DGB slate is highly qualified and was built to fill the exact gaps the incumbent Board lacks: modern retail, home furnishings, digital commerce, and brand revitalization.” (Egan-Jones, October 19, 2026)
Mr. Bergeron continued:
“ISS identified Kathwari’s extraordinary influence over the Board as a central governance problem and recommended removing him and Lead Independent Director David Sable. Yet replacing only those two would leave three incumbents in control. After nearly four decades as Chairman and CEO, removing Kathwari from the Board while leaving him as CEO would do little to diminish his influence over the very Board charged with selecting his successor. The other incumbent directors are not innocent bystanders to Ethan Allen’s operational decline and governance failures.
“Cynthia Ekberg Tsai chaired Ethan Allen’s Audit Committee for four years despite having previously been removed as a director and terminated ‘for cause’ as CEO of another public company. A New York court also sanctioned her for destroying evidence and held her in civil contempt in litigation involving allegations of fraud and misuse of company funds, a history Ethan Allen never disclosed to shareholders. The Board has now placed Ms. Tsai in charge of its Corporate Governance, Nominations and Sustainability Committee, which is leading the most consequential decision facing Ethan Allen: selecting its next CEO.
“Institutional shareholders should consider whether Ms. Tsai’s record and the Board’s judgment in entrusting her with these critical responsibilities meet their own standards for director integrity, transparency and oversight.
“Maria Eugenia Casar chairs the Audit Committee responsible for financial reporting oversight. With Ethan Allen’s retail operating margin deteriorating to just 1.3% in fiscal 2026, the Board has broken with more than two decades of precedent and scheduled its latest quarterly results for after the Annual Meeting, forcing shareholders to make this critical decision without seeing the Company’s latest financial results.
“Tara Stacom has served as a director since the 2015 proxy contest, through repeated extensions of Kathwari’s tenure, persistent underperformance and inadequate succession planning. She also served on the Corporate Governance, Nominations and Sustainability Committee when Ms. Tsai was troublingly appointed to the Board.
“Ethan Allen’s shareholders deserve better. We intend to establish a fundamentally different standard of transparency, accountability and shareholder alignment: timely financial reporting, full disclosure of relevant director backgrounds, clear operating KPIs and strategic milestones, candid investor communication, meaningful director ownership and executive compensation aligned with long-term shareholder value creation.
“Our five highly qualified nominees bring complementary experience in public-company leadership, home furnishings, modern retail, merchandising, digital commerce, manufacturing and operational transformation. We have identified proven retail operator Stefanie Tsen Ward as our proposed interim CEO, subject to appointment by the newly elected Board, and developed a disciplined 100-day plan to ensure continuity, establish accountability and begin restoring profitable growth.
“I’ve spent my career transforming businesses and creating shareholder value, including at VeriFone and Cantaloupe. My track record is public, measurable and available for every shareholder to judge. I’ve invested substantial personal capital in Ethan Allen because I believe deeply in its potential. But after two decades of declining performance and inadequate governance, realizing that potential requires more than incremental change.
“I recognize that entrusting a new team with majority control is a significant decision, and I do not take that responsibility lightly. But leaving the same directors in control is not a mandate for change. I’m asking my fellow shareholders to give us the opportunity to restore growth and create lasting shareholder value. We intend to earn your trust through disciplined execution, transparency, accountability and results.”
THE CHOICE COULD NOT BE CLEARER. PROTECT YOUR INVESTMENT. RENEW AN AMERICAN ICON. VOTE FOR ALL FIVE DGB NOMINEES ON THE WHITE UNIVERSAL PROXY CARD TODAY
Shareholders with questions on how to vote their shares may visit www.EthanAllenGrowth.com/How-To-Vote. If you have already sent a proxy card furnished by Company management or the Board, you may revoke it by signing, dating and returning the WHITE card or voting instruction form. The latest dated proxy is the only one that counts. Any proxy may be revoked at any time before the Annual Meeting by delivering a written notice of revocation or a later dated proxy, or by voting electronically at the meeting. Written notice may be sent to DGB Investment in care of Okapi at the address below, or to the Company’s Corporate Secretary.
ADDITIONAL INFORMATION
DGB Investment, Inc. and Douglas G. Bergeron, together with the other participants in their solicitation (collectively, “DGB”), have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies with respect to the election of DGB’s slate of highly qualified director candidates and the other proposals to be presented at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Ethan Allen Interiors Inc., a Delaware corporation (the “Company”). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in DGB’s proxy solicitation. These materials and other materials filed by DGB with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by DGB with the SEC are also available, without charge, by directing a request to DGB’s proxy solicitor, Okapi Partners LLC, at its toll-free number (877) 285-5990 or via email at [email protected].
View source version on businesswire.com: https://www.businesswire.com/news/home/20261101578279/en/
Media Contact:
[email protected]
Investor Contact:
Bruce Goldfarb / Chuck Garske
Okapi Partners
1212 Avenue of the Americas, 17th Floor, New York, New York 10036
(877) 285-5990
[email protected]
KEYWORDS: United States North America Utah
INDUSTRY KEYWORDS: Asset Management Professional Services Finance
MEDIA: