DGB Investment, Inc. and Douglas G. Bergeron filed Definitive Additional Materials (DFAN14A) with the SEC on October 30, 2026, disclosing allegations about incumbent Ethan Allen Interiors director Cynthia Ekberg Tsai and urging shareholders to vote the WHITE proxy card ahead of the November 4, 2026 annual meeting.

Key Highlights

  • Filer identity: DGB Investment, Inc. and Douglas G. Bergeron collectively hold approximately 5.2% of Ethan Allen Interiors Inc. (NYSE:ETD) outstanding common stock, according to the filing.
  • Proxy advisory consensus: All three independent proxy advisory firms cited in the filing, ISS, Glass Lewis, and Egan-Jones, recommended removing Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable.
  • Court sanctions disclosed: The filing states that the New York Supreme Court in 2015 found Cynthia Ekberg Tsai "guilty of spoliation and civil contempt" for destroying evidence and ordered an adverse inference as to fraud and breach of fiduciary duty.
  • Prior removal and termination: According to the filing, Viropro shareholders removed Ms. Tsai as a director in 2014 and she was subsequently terminated as President and CEO "for cause."
  • Committee oversight concern: The filing states that after joining the Ethan Allen board in 2021, Ms. Tsai was made Chair of the Audit Committee and currently chairs the Corporate Governance, Nominations and Sustainability Committee, without the company disclosing her prior history to shareholders.
  • Annual meeting date: The 2026 Annual Meeting of Stockholders is scheduled for November 4, 2026, per the filing.
  • CEO candidate named: The filing identifies Stefanie Tsen Ward as DGB's candidate for CEO, alongside a stated "first 100-day plan."

DGB's Disclosures on Tsai's Record and the Ethan Allen Board Contest

According to the filing, DGB Investment sent an email to subscribers on October 30, 2026, focusing on what it characterizes as an undisclosed record of incumbent director Cynthia Ekberg Tsai. The filing states that in 2013, while serving as CEO of Viropro Inc., Ms. Tsai was sued over allegations that she "abused her positions as CEO and director by diverting corporate resources to pay extravagant personal expenses" and defrauded the company. Viropro shareholders removed her as a director in 2014, and she was subsequently terminated "for cause" as President and CEO.

The filing further states that in 2015, the New York Supreme Court sanctioned Ms. Tsai, finding her "guilty of spoliation and civil contempt" for destroying evidence in "contumacious disregard for her preservation duties," and characterized her "actions constituted gross negligence." The court, according to the filing, ordered that Viropro was entitled to an adverse inference on fraud and breach of fiduciary duty claims and an award of attorneys' fees. DGB cites a Viropro Form 8-K filed with the SEC on September 14, 2015, as the source for this finding.

Ethan Allen Interiors is a Delaware corporation that designs, manufactures, and retails home furnishings and interior design products. The filing notes that Ms. Tsai joined the Ethan Allen board in 2021 and chaired its Audit Committee for four years, with no disclosure of her prior history to shareholders. Douglas Bergeron is quoted in the filing stating that "after 15 consecutive quarters of year-over-year sales declines," the incumbent board is "forcing shareholders to vote without seeing the Company's latest financial results." The filing states that Glass Lewis and Egan-Jones recommended shareholders vote "FOR" all five of DGB's nominees and withhold votes from the entire incumbent board, while ISS limited its recommendation to removing Chairman Kathwari and Lead Independent Director Sable.

What Was Disclosed

DGB Investment filed Definitive Additional Materials on October 30, 2026, disclosing alleged prior court sanctions, a director removal, and a "for cause" CEO termination involving Ethan Allen incumbent director Cynthia Ekberg Tsai, and urging shareholder support for DGB's five-nominee slate at the November 4, 2026 annual meeting.