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Doug Bergeron Proposes Reconstitution of Ethan Allen Board
Doug Bergeron, a significant shareholder of Ethan Allen Interiors with beneficial ownership of approximately 5.2% of Ethan Allen's stock, released a presentation detailing why the Company's Board of Directors must be reconstituted and how, if elected, his five highly qualified director nominees would responsibly transition leadership and execute a focused plan to restore growth, accountability, and shareholder value at the Company. Highlights of the presentation include: "Ethan Allen is an iconic American brand... Yet despite continued promises of growth by the Board and management, since fiscal year 2006, the Company is down materially across nearly every discernible metric... After 38 years under the same Chairman and CEO Farooq Kathwari, Mr. Bergeron believes the Board chose acquiescence over accountability, repeatedly extending Mr. Kathwari's tenure and lowering performance hurdles... A formal CEO search and transition timetable became public on September 21, 2026, only after Mr. Bergeron and his director candidates launched their own independent CEO search on September 10, 2026... Doug Bergeron, Anna Brockway, Kristine Miller, Steve Oblak, and Stefanie Tsen Ward bring complementary experience across home furnishings, modern retail, brand, digital, merchandising, manufacturing, growth, capital allocation, transformation, and governance... Underpinning the plan is a clear first 100 days, beginning with the appointment of an experienced interim CEO and a strategic reset led by the highly engaged Board. Over that period, the Board will validate the key assumptions and economics underlying the Company's strategic direction, prioritize the capabilities required for execution, and finalize detailed operating and investment initiatives, culminating in the establishment of a new direction, funded priorities, and accountable owners."
Ethan Allen Board Urges Shareholders to Support Nominees
Ethan Allen Interiors shared a letter from the company's Board of Directors to all shareholders in connection with the company's Annual Meeting of Stockholders, scheduled to be held at 11:00 A.M. Eastern Standard Time on November 4, 2026. Shareholders of record as of the close of business on September 11, 2026, are entitled to vote at the Annual Meeting. The company's Board is sending shareholders the letter below, which highlights the following key points: DGB seeks control of the Company with promises of tripling shareholder value but has not presented an operating plan or a capital allocation strategy to substantiate its claims of growth. Ethan Allen has not shut its "digital front door" but has rather deployed online designer appointments, live chat, 3D floor planning and other digital tools that help clients connect with the Company's personalized design services. Ethan Allen's independent directors are currently working with a nationally recognized search firm on a CEO transition. Changing the Board now would transfer oversight of both the business and the CEO search to five newcomers during an active leadership transition, creating unnecessary execution risk. DGB says its nominees have been "held accountable for results." Shareholders should scrutinize the adverse results documented in the letter during selected periods of nominee service: declining revenue at Grove, declining shareholder returns at Cable One, both at Wayfair, and a restatement and SEC action at VeriFone. Ethan Allen is a debt-free, vertically integrated manufacturer-retailer, and its nominees bring the directly relevant skills: global operations, manufacturing, design-center real estate, brand and digital marketing, finance, and governance. DGB has not demonstrated comparable experience overseeing the full complexity of Ethan Allen's vertically integrated operating model. It is critical that Ethan Allen Shareholders vote "FOR" the company's five highly qualified nominees and vote "WITHHOLD" on DGB's nominees on the BLUE proxy card.
Ethan Allen Files Definitive Proxy Statement for Annual Meeting
Ethan Allen Interiors announced the filing of its definitive proxy statement with the U.S. Securities and Exchange Commission in connection with the Company's Annual Meeting of Stockholders. In conjunction with the filing and related mailing of proxy materials, the Company's Board of Directors is sending shareholders the letter below, highlighting the following key points: Ethan Allen's vertically integrated, designer-led business model reflects a deliberate strategic plan that has produced a consolidated gross margin above 59% for five consecutive fiscal years, a debt-free balance sheet, and $768 million in cash dividends paid to shareholders since going public... Leveraging its strong operating margins and profitability, the Company has undertaken a significant repositioning to strengthen its platform for long-term sustainable growth. Ethan Allen has invested in product visualization and room planning technology designed to enhance the client experience and support a more efficient retail footprint. As part of this transition, the Company refreshed and right-sized over 100 design centers and sold additional floor samples, which affected manufacturing productivity and margins during the transition.... Ethan Allen's recent and planned increases in marketing spend, including paid search and paid social, are designed to strengthen brand awareness and connect online engagement with in-person design services. The Board is advancing its ongoing formal CEO succession process led by the Board's Corporate Governance, Nominations and Sustainability Committee, which is comprised of every independent director... DGB Investment, a 5.2% shareholder, is seeking to take control of the Company by replacing the entire Board and the CEO without a detailed operating plan... It is critical that Ethan Allen shareholders vote "FOR" the Company's five highly qualified director nominees and vote "WITHHOLD" on DGB's nominees on the BLUE proxy card.
Doug Bergeron Nominates Five Candidates for Ethan Allen Board
Doug Bergeron, a significant shareholder of Ethan Allen Interiors, with beneficial ownership, collectively with his affiliates and associates, of approximately 5.2% of Ethan Allen's outstanding common stock, filed a definitive proxy statement with the U.S. Securities and Exchange Commission in connection with his nomination of five candidates for election to Ethan Allen's Board of Directors at the Company's 2026 Annual Meeting of Stockholders. Bergeron also sent a letter to Ethan Allen stockholders detailing "two decades of contraction and leadership and execution failures" under the Company's Board and management team. The letter outlines Mr. Bergeron's focused plan to restore growth and details his slate's readiness to govern Ethan Allen and drive durable shareholder value.
Ethan Allen Shareholder Criticizes Board's Leadership Succession Plan
Doug Bergeron, a significant shareholder of Ethan Allen Interiors with beneficial ownership, collectively with his affiliates and associates, of 5.2% of Ethan Allen's outstanding common stock, issued the following statement in response to the company's September 21, 2026 announcement of a CEO succession process: "Ethan Allen's September 21, 2026 recognition that the Company needs new leadership is too little, too late. Questions about CEO succession have hung over Ethan Allen for more than a decade. The Company's Board of Directors (the 'Board') had years to develop a thoughtful succession plan. Yet only when pressured by our campaign did the Board's 'plan' suddenly come to light. This last-ditch announcement is an abject failure of governance, and continues a pattern of rash and reactionary maneuvers by the Board following the Company's special dividend declared last month. The chronology is difficult to ignore. On August 7, Chairman and CEO Farooq Kathwari stated publicly that succession was an issue the Board had 'never raised.' On September 10, we announced that our alternative slate of director candidates had launched an independent CEO search. The next day, Ethan Allen filed its preliminary proxy statement without disclosing a formal CEO search or a specific transition timeline. Today, the Board describes an 'ongoing formal' process and says a search firm is already identifying and evaluating candidates. A credible succession process should not have needed a proxy contest to become visible to shareholders. The Board now says it needs a CEO to accelerate digital, omnichannel, and supply-chain execution - areas Farooq has spent years insisting Ethan Allen was 'well positioned' to address, and precisely the shortcomings our campaign has highlighted. A Board comprised of loyalists to Farooq, who repeatedly extended his tenure and increased his compensation while he presided over a shrinking, less competitive, and less valuable business, is utterly unqualified to select the next CEO of Ethan Allen. Shareholders should ask themselves whom they trust to identify the next CEO: the Board who failed to act until forced, or our nominees who made the Company act. In other words, are the directors who presided over Ethan Allen's shortcomings the right people to select the leader now charged with fixing them? It is especially concerning that Farooq may continue to serve as Chairman and CEO throughout a succession process that, under the Board's own timeline, could run through June 30, 2027. Ethan Allen cannot afford nine more months of the same leadership while the incumbent Board manages a transition it should have commenced years ago. Two decades of deteriorating operating performance, culminating in the Company's disappointing fourth quarter and full year fiscal 2026 results, do not argue for patience - they underscore the cost of delay and the need for independent Board leadership now. Shareholders should not be fooled by claims of continuity and stability, which, in reality, means continued contraction and declines in sales, profits, and relevance. It is time for a fresh start. Ethan Allen's next chapter requires a new Board that is capable of maximizing the Company's potential. We already have a CEO search underway, led by high-caliber nominees who have proven records of revitalizing brands while driving results and accountability, and who have the expertise needed to restore profitable growth at Ethan Allen. Ethan Allen shareholders deserve a board that is thoughtful, qualified to govern a modern retail business, and committed to working tirelessly on behalf of shareholders, not just when backed into a corner. If the current Board remains in control of the Company, shareholders should expect more of the same: incompetence and underperformance."
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