Ethan Allen Interiors (ETD) Proxy filing summary

Executive summary

• The November 4, 2026 annual meeting features a contest for five Board seats; the incumbent slate urges votes on its BLUE proxy card.

• DGB seeks all five seats and an immediate interim CEO appointment; the Board argues its growth initiatives and planned succession provide a more orderly path.

• FY2027 plans include five new design centers, $12M–$14M in capital expenditures and a projected 15% marketing-spend increase; the next CEO is to be announced by June 30, 2027.

Voting matters and shareholder proposals

• Shareholders are asked to vote FOR all five nominees on the BLUE card; the latest-dated proxy controls, and the advance submission deadline is November 3, 2026, at 11:59 p.m. ET.

• DGB seeks all five Board seats; electing three of its nominees would give it a Board majority.

Board of directors and corporate governance

• Four of five nominees are independent; all three standing committees are fully independent, and three of four independent directors joined in 2021 or 2022.

• All four independent directors oversee the CEO search with a nationally recognized firm; the next CEO is to be announced by June 30, 2027.

• M. Farooq Kathwari is expected to leave the Board at the 2027 annual meeting after continuing in non-executive Board service through that meeting.

• The Board held five FY2026 executive sessions without management; directors had 100% attendance at FY2026 Board meetings.