Ethan Allen Interiors Inc. filed Definitive Additional Materials (DEFA14A) with the SEC on October 30, 2026, urging shareholders to vote for all five company director nominees and withhold votes from all five DGB nominees ahead of the November 4, 2026 Annual Meeting of Stockholders.

Key Highlights

  • Annual meeting date: The 2026 Annual Meeting of Stockholders is scheduled for November 4, 2026.
  • CEO succession timeline: According to the filing, independent directors are conducting the CEO search and the next CEO will be announced by June 30, 2027; the CEO and Chair roles will be separate going forward.
  • Kathwari transition plan: After the CEO transition, Farooq Kathwari will serve as a non-executive director until the 2027 Annual Meeting, at which point he will leave the Board.
  • Fiscal 2026 financial position: The company reported $52.5 million in operating cash flow in fiscal 2026 and ended that year with no debt, according to the filing.
  • Marketing spending: Marketing spending rose 10% in fiscal 2026, with a further 15% increase projected for fiscal 2027, the filing states.
  • VeriFone restatement cited: The filing states that during Doug Bergeron's tenure as CEO, VeriFone restated three quarters of fiscal 2007 results and settled an SEC action concerning financial reporting and internal controls, with the SEC alleging operating income was overstated by 129%; VeriFone settled without admitting or denying the allegations.
  • VeriFone shareholder litigation: The filing notes that related shareholder litigation resulted in a $95 million settlement, funded by VeriFone and its insurers and approved by the court in 2014.

Ethan Allen's Board Lays Out Case Against DGB Slate Before Shareholder Vote

NYSE:ETD filed Definitive Additional Materials on October 30, 2026, consisting of a press release urging shareholders to vote on the BLUE proxy card for all five company nominees: M. Farooq Kathwari, David M. Sable, Maria Eugenia Casar, Tara I. Stacom, and Cynthia Ekberg Tsai. The company simultaneously urged shareholders to withhold votes from all five DGB nominees ahead of the November 4, 2026 meeting. The filing states that a definitive proxy statement and accompanying BLUE universal proxy card were previously filed with the SEC.

According to the filing, the Board's case for its own slate centers on an orderly CEO transition led by independent directors with a nationally recognized search firm, a firm announcement deadline of June 30, 2027, and the separation of CEO and Chair roles. The filing attributes distinct areas of expertise to each nominee: David Sable for customer strategy, Cynthia Ekberg Tsai for technology judgment, Maria Eugenia Casar for financial discipline, Tara I. Stacom for real-estate judgment, and Farooq Kathwari for operating knowledge during the handover period.

The filing raises several objections to the DGB slate and its proposed interim CEO candidate, Stefanie Tsen Ward. The Board states that her "disclosed background includes neither public company CEO experience nor manufacturing leadership," describing those capabilities as important to Ethan Allen's vertically integrated model. The filing also questions the authority structure under a DGB scenario, noting that DGB says Ms. Ward would work in "close partnership" with Mr. Bergeron, and asserts that "shareholders deserve clarity about his operating authority." The filing further references an ISS 2013 review of VeriFone that identified "negative one-year and five-year shareholder returns through fiscal 2012, lagging its industry group and the broader market, and a pay-for-performance disconnect." The filing also discloses that for the quarter ended January 31, 2013, VeriFone disclosed that employees of non-U.S. subsidiaries provided unauthorized technical support to a distributor for terminal resales to banks subject to U.S. sanctions.

What Was Disclosed

Ethan Allen filed supplemental proxy materials on October 30, 2026, urging shareholders to support its five-person director slate and withhold votes from DGB's nominees before the November 4, 2026 Annual Meeting, while outlining CEO succession plans and raising concerns about the DGB nominees' leadership records.