DGB Investment, Inc. and Douglas G. Bergeron filed definitive additional proxy materials (DFAN14A) with the SEC on October 26, 2026, announcing that proxy advisory firm Glass Lewis has recommended shareholders of Ethan Allen Interiors Inc. vote for all five of Bergeron's director nominees and withhold votes from all five incumbent directors ahead of the company's November 4, 2026 annual meeting.

Key Highlights

  • Glass Lewis recommendation: The proxy advisory firm recommended shareholders vote "FOR" all five DGB nominees: Douglas G. Bergeron, Anna Brockway, Kristine E. Miller, Steve Oblak, and Stefanie Tsen Ward.
  • Withhold votes advised: Glass Lewis also recommended shareholders "WITHHOLD" votes from all five incumbent directors, including Chairman and CEO M. Farooq Kathwari.
  • Second advisory firm aligned: Egan-Jones Proxy Services had previously also endorsed all five of Bergeron's nominees and recommended withholding votes from each incumbent director.
  • Bergeron's ownership stake: According to the filing, Bergeron, together with his affiliates and associates, beneficially owns approximately 5.2% of Ethan Allen's outstanding common stock.
  • Annual meeting date: The 2026 Annual Meeting of Stockholders is scheduled for November 4, 2026.
  • Glass Lewis on performance: The advisory firm characterized Ethan Allen as "a short-, mid- and long-term underperformer," citing "near-continuous structural regression" under incumbent management and the board.

DGB Highlights Glass Lewis Critique of Ethan Allen Incumbent Board

The DFAN14A filing, submitted by DGB Investment, Inc. and associated participants on October 26, 2026, reproduces a press release issued the same day announcing Glass Lewis's recommendation in the contested director election at NYSE:ETD. Glass Lewis, described in the filing as a "leading independent proxy advisory firm," advised Ethan Allen shareholders to use the WHITE universal proxy card to support each of Bergeron's five nominees at the November 4 annual meeting.

According to the filing, Glass Lewis cited what it described as "persistent underperformance, unfulfilled promises of growth, and failures of Board oversight" in reaching its conclusion. The advisory firm is quoted as stating that "the board effectively asks investors to discard the exceptionally evident in favor of the speciously selective," and that Ethan Allen is "in persistent operational decline, amplified by the long-term prioritization of cash distributions over durable growth." Glass Lewis also noted that "multiple notionally independent members of the sitting board communicated exceptional deference to Mr. Kathwari," which it said "undermines the notion that strategic and financial ownership and effective stewardship are front and center here."

On the DGB slate, Glass Lewis is quoted as finding it "compelling relative to the status quo," stating that the nominees' skill sets "appear to speak directly to the very issues with which the current board seems to struggle." The filing also notes that Glass Lewis acknowledged DGB had presented "a credible and reasonably robust strategic and financial agenda alongside an alternate slate." The filing states that DGB "has neither sought nor obtained the consent of Glass Lewis to use previously published information in this press release." DGB has filed a definitive proxy statement and WHITE universal proxy card with the SEC in connection with its solicitation.

What Was Disclosed

DGB Investment and Douglas G. Bergeron filed definitive additional proxy materials disclosing that Glass Lewis recommended a vote for all five DGB director nominees and a withhold vote against all five incumbents at Ethan Allen's November 4, 2026 annual meeting, following a similar recommendation from Egan-Jones.