Ethan Allen Interiors (ETD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 5, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Financial year 2025 saw net sales of $614.6 million, a 4.9% decrease from the prior year, with strong margins and $61.7 million in operating cash flow.

• $50.1 million in dividends paid, with a robust balance sheet and 10.8% return on equity.

• Forward-looking statements caution on risks and uncertainties, referencing detailed risk factors in the annual report.

Voting matters and shareholder proposals

• Shareholders to elect six directors for one-year terms, approve executive compensation on an advisory basis, and ratify CohnReznick LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Proxy access and right to call special meetings are available to shareholders.

Board of directors and corporate governance

• Board consists of six nominees, five of whom are independent; average tenure is 7 years, average age 70, and 67% are women or racially/ethnically diverse.

• Board leadership combines Chairman/CEO roles, with a Lead Independent Director providing oversight.

• Committees include Audit, Compensation, and Corporate Governance, Nominations & Sustainability, all chaired by independent directors.

• Annual board and committee evaluations, stockholder engagement, and no poison pill in place.