DGB Investment, Inc. and Douglas G. Bergeron filed Definitive Additional Materials (DFAN14A) with the SEC on November 2, 2026, urging Ethan Allen Interiors Inc. shareholders to vote for all five of Bergeron's director nominees on the WHITE universal proxy card ahead of the company's 2026 Annual Meeting of Stockholders on November 4, 2026.

Key Highlights

  • Five nominees named: Douglas G. Bergeron, Anna Brockway, Kristine E. Miller, Steve Oblak, and Stefanie Tsen Ward are being put forward for election to Ethan Allen's Board of Directors.
  • Beneficial ownership: Bergeron, together with his affiliates and associates, beneficially owns approximately 5.2% of Ethan Allen Interiors Inc. (NYSE:ETD), according to the filing.
  • Proxy advisory support: The filing states that Glass Lewis and Egan-Jones recommend voting "FOR" all five DGB nominees and "WITHHOLD" from all five incumbents; ISS recommends withholding from Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable.
  • Operating margin cited: The filing states that Ethan Allen's retail operating margin deteriorated to 1.3% in fiscal 2026.
  • Sales decline claim: The filing asserts the company has experienced "15 consecutive quarters of year-over-year sales declines."
  • Proposed interim CEO: The filing identifies Stefanie Tsen Ward as DGB's proposed interim CEO, described as "subject to appointment by the newly elected Board."
  • Annual Meeting date: The 2026 Annual Meeting of Stockholders is scheduled for November 4, 2026, according to the filing.

DGB's Final Push to Replace Ethan Allen's Board Majority

According to the filing, Bergeron issued a press release on November 2, 2026, describing the proxy contest as a "last chance" for shareholders to elect a new board majority. The filing characterizes the dispute as centering on "two decades of underperformance, failed strategy and execution, and inadequate board oversight." Bergeron's statement, as reproduced in the filing, argues that replacing only a minority of incumbent directors "will not change Ethan Allen's trajectory."

The filing quotes extensively from three proxy advisory firms. Glass Lewis, dated October 23, 2026, is quoted as stating that "the greater risk at this time appears to be entrusting critical oversight responsibilities to a board that has consistently failed to deliver on matters of operational accountability, shareholder value and executive succession." Egan-Jones, dated October 19, 2026, is quoted as saying the DGB slate "is highly qualified and was built to fill the exact gaps the incumbent Board lacks: modern retail, home furnishings, digital commerce, and brand revitalization." ISS, dated October 26, 2026, is quoted as noting concerns about "the board's ability to identify, attract, and retain a successor" under the current governance framework.

The filing raises specific governance allegations regarding several incumbent directors. Bergeron's statement alleges that director Cynthia Ekberg Tsai "chaired Ethan Allen's Audit Committee for four years despite having previously been removed as a director and terminated 'for cause' as CEO of another public company," and that "a New York court also sanctioned her for destroying evidence and held her in civil contempt." The filing also states that the Board "scheduled its latest quarterly results for after the Annual Meeting," which DGB characterizes as forcing shareholders to decide without the most recent financial data. These are characterizations made by Bergeron and DGB in the filing, not independent findings.

What Was Disclosed

DGB Investment, Inc. and Douglas G. Bergeron filed Definitive Additional Materials on November 2, 2026, urging Ethan Allen shareholders to vote the WHITE proxy card for all five DGB nominees at the November 4, 2026 annual meeting, citing proxy advisory firm recommendations, governance concerns, and a 1.3% retail operating margin in fiscal 2026.