DGB Investment, Inc. and Douglas G. Bergeron filed Definitive Additional Materials (DFAN14A) with the SEC on October 27, 2026, announcing that Institutional Shareholder Services Inc. has joined Glass Lewis and Egan-Jones in recommending leadership changes at Ethan Allen Interiors Inc. ahead of the company's November 4, 2026 annual meeting.

Key Highlights

  • Three proxy advisors aligned: ISS, Glass Lewis, and Egan-Jones have each recommended the removal of Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable, according to the filing.
  • Bergeron's stake: Douglas G. Bergeron, together with affiliates and associates, holds beneficial ownership of approximately 5.2% of Ethan Allen's outstanding common stock, the filing states.
  • Annual meeting date: The 2026 Annual Meeting of Stockholders is scheduled for November 4, 2026, per the filing.
  • ISS concern on board control: The filing quotes ISS as raising questions about whether shareholders can trust the board, citing "tactics of diversion and obfuscation" and succession planning that was "reactive rather than proactive."
  • Special dividend cited: The filing references a "$3.00 per share special cash dividend" that DGB characterizes as approved "over the course of a weekend," described as draining funds that could have been reinvested in growth.
  • Five nominees on WHITE card: DGB is soliciting votes for all five of its director nominees via a WHITE universal proxy card filed with the SEC.
  • Financial results timing: The filing references the incumbent board's decision to withhold first quarter financial results until after the 2026 Annual Meeting as a point of contention raised by ISS.

DGB Presses for Full Board Overhaul at Ethan Allen Before November Vote

The DFAN14A filing, submitted by DGB Investment, Inc., Douglas G. Bergeron, and associated participants, relays a press release issued on the evening of October 26, 2026, announcing ISS's recommendation. According to the filing, ISS joined Glass Lewis and Egan-Jones in calling for the removal of Ethan Allen Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable. Ethan Allen Interiors Inc. is listed on the NYSE under the ticker ETD and is incorporated in Delaware. The company operates as a vertically integrated interior design and home furnishings retailer.

The filing quotes ISS as finding that "ETD has generally underperformed both its peer group and broader market benchmarks across important measurement periods, including since the 2015 proxy contest," and further noting that the company's performance has been marked by "revenue contraction, margin compression, and multiple deterioration." Despite this, the filing notes that DGB takes issue with the scope of ISS's recommendation, arguing that removing only two directors would leave three incumbent directors, including Maria Eugenia Casar, Cynthia Ekberg Tsai, and Tara Stacom, in control of a five-member board.

Bergeron's statement, as reproduced in the filing, argues that these three remaining directors chair or serve on the Audit Committee and the Corporate Governance, Nominations and Sustainability Committee, and bear responsibility for the governance failures identified across all three proxy advisory reports. The filing also quotes ISS as stating that "the board's willingness to shield Kathwari became evident during discussions with ISS, when basic questions were filibustered, redirected, or met with resistance." DGB urges shareholders to vote the WHITE universal proxy card for all five of its nominees at the November 4, 2026 annual meeting.

What Was Disclosed

DGB Investment and Douglas G. Bergeron filed Definitive Additional Materials disclosing that all three major independent proxy advisory firms, ISS, Glass Lewis, and Egan-Jones, have recommended removing Ethan Allen's Chairman and CEO and Lead Independent Director ahead of the November 4, 2026 stockholder vote.