- Ethan Allen's five, highly-qualified nominees have a deep understanding of Ethan Allen's designer-led, vertically integrated, North American manufacturing business.
- Very few public companies combine owned manufacturing, an in-house design workforce, Company-operated retail and an owned white-glove logistics network in a single system.
- Ethan Allen's nominees bring diverse skillsets that directly correlate to the pillars of the Company's strategy and guide this uniquely positioned company
- Designer-led selling and brand building
- Vertical integration and global operations
- Design-center real estate and site strategy
- Capital allocation and audit oversight
- Digital, e-commerce and cybersecurity oversight
2026 Annual Meeting · November 4, 2026
How to Vote
Your vote is extremely important no matter how many shares you own.
Annual Meeting
The 2026 Annual Meeting is scheduled to be held on .
Vote today “FOR” all five Ethan Allen director nominees on the BLUE proxy card and disregard any WHITE proxy card you may receive from DGB.
Voting Instructions
How to vote
Where you vote depends on how your shares are held. Find your group below.
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Registered holders
Shares held directly with Computershare, the transfer agent
Vote online at www.cesvote.com using the proxy card you receive. Vote for ALL 5 director nominees and in favor of Proposals 2 and 3.
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401(k) plan participants
Shares held through the company's retirement plan
Vote online at www.cesvote.com using the proxy card you receive.
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Street-name holders
Shares held in a brokerage or bank account — most holders
Vote online at www.proxyvote.com using the control number on your voting instruction form.
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Other street-name holders
A small number of accounts outside the standard system above
Follow the voting instructions provided directly by your bank or broker.
Frequently Asked Questions
Why is Ethan Allen recommending stockholders vote "FOR" all five ETD nominees on the BLUE proxy card?
What is at stake at Ethan Allen's upcoming Annual Meeting?
- The future direction and control of Ethan Allen is in your hands. DGB is seeking to replace your Chief Executive Officer and take full control of your Board
- While DGB has promised to triple the Company's value in three years, it has not presented an operating plan for how it would do so and it has not identified a new Chief Executive Officer.
- Wholesale Board replacement would introduce significant execution risk at time when tariffs, input costs and demand levels are affecting all of our peers.
- We believe that electing the Company's five highly-qualified nominees is the best way to translate Ethan Allen's designer-led, vertically integrated platform and continued investments into profitable growth while maintaining the margin and balance sheet discipline that differentiates Ethan Allen.
Why does Ethan Allen recommend supporting all five Company nominees?
- DGB is seeking to replace your Chief Executive Officer and take full control of your Board without providing a detailed, Ethan Allen-specific transition plan.
- Replacing the entire Board at once would remove the team's deep institutional knowledge and introduce execution risk on the digital transformation and other value creation initiatives currently underway while a new slate selects leadership and develops an operating plan – which is a time-consuming process that could threaten stockholder value.
- Ethan Allen's five, highly-qualified nominees have a deep understanding of Ethan Allen's designer-led, vertically integrated, North American manufacturing business and bring the diverse skills needed to position the Company for its next chapter of growth.
Did DGB push Ethan Allen to commit to begin their succession planning for CEO?
- No. Ethan Allen's charter requires the Company to develop and review a CEO succession plan.
- In line with this obligation, the Board has engaged a nationally recognized executive search firm that is identifying and evaluating both internal and external candidates. The Board has committed to publicly announcing Ethan Allen's next CEO no later than June 30, 2027, the date on which Mr. Kathwari's contract is scheduled to end.
- The Board is committed to governance best practices and ensuring an orderly, well-governed transition process.
- Farooq Kathwari will continue to lead Ethan Allen through this transition process.
How is Ethan Allen balancing investment in growth with shareholder returns?
- Ethan Allen is focused on maintaining appropriate operating liquidity and strong cash reserves, with $187.5 million in total cash and investments as of the end of fiscal year 2026.
- While maintaining strong cash reserves is a priority given the issues facing the home furnishings industry, Ethan Allen will also fund growth and productivity initiatives with attractive economics.
- For example, Ethan Allen has been heavily investing in product development, enhancing design centers, digital tools that support the designer relationship and marketing spend.
- Ethan Allen will continue to take a disciplined approach to returning excess capital to shareholders through dividends and stock repurchases.
How do I vote my shares?
- Stockholders may vote online, by telephone, or by mail. To ensure your vote is counted, please follow the instructions provided on your BLUE proxy card and submit your vote as soon as possible.
- View the voting instructions above.
Can I change my vote after I have submitted it?
- Yes.
- Stockholders generally may revoke or change their vote before the closing of the polls at the Annual Meeting by submitting a later-dated proxy card.
- Only your latest-dated proxy will be counted.
- Your Board urges you to vote "FOR" ONLY Ethan Allen's five nominees and vote "WITHHOLD" on DGB's nominees - on the BLUE proxy card today
- Shareholders are urged to disregard any WHITE proxy card you may receive from DGB.
Who can I contact if I need help voting my shares?
If you have questions or require assistance voting your shares, please contact:
Georgeson
51 West 52nd Street, 6th Floor, New York, NY 10019
Stockholders, Banks and Brokers: (888) 717-2572
ethanallen@georgeson.com
Need Help Voting?
Questions or assistance voting your shares
If you have questions or require assistance voting your shares, please contact Georgeson.
51 West 52nd Street, 6th Floor
New York, NY 10019
Stockholders, Banks and Brokers: (888) 717-2572
ethanallen@georgeson.com