[DFAN14A] ETHAN ALLEN INTERIORS INC SEC Filing
Filing Explained
DGB's definitive proxy starts a shareholder vote on five board nominees; no board change is reported until the 2026 annual meeting.
This DFAN14A is DGB's definitive proxy filing for Ethan Allen's 2026 annual meeting, seeking votes for five DGB nominees. Although the proxy is definitive, it remains at the solicitation stage: the vote, not this filing, determines whether the five nominees join the Board.
DGB reports beneficial ownership, collectively with its affiliates and associates, of approximately
The material resolution is the vote at the 2026 annual meeting on DGB's five nominees; that result is the specified point at which the proposed board change would be resolved.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
| ETHAN ALLEN INTERIORS INC. |
(Name of Registrant as Specified In Its Charter) |
DGB Investment, Inc. Douglas Bergeron Qualified Personal Residence Trust Bergeron Nieces and Nephews Trust DOUGLAS G. BERGERON Anna Brockway Kristine E. Miller Stephen Oblak Stefanie Tsen Ward Jennifer m. harrison |
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
DGB Investment, Inc. (“DGB Investment”), Douglas G. Bergeron and the other participants named herein (collectively, “DGB”) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Ethan Allen Interiors Inc., a Delaware corporation (the “Company”).
Item 1: On September 22, 2026, DGB Investment issued the following press release:
Doug Bergeron Files Definitive Proxy Statement for Ethan Allen’s 2026 Annual Meeting and Sends Letter to Shareholders
Presents Detailed Case That Ethan Allen’s Decline Reflects Two Decades of Leadership and Execution Failures – Not Structural Limitations
Outlines Focused Plan to Drive Profitable Growth and Shareholder Value Under New and Improved Board
Urges Shareholders to Vote the WHITE Universal Proxy Card “FOR” ALL Five Highly Qualified Director Nominees
PARK CITY, Utah--(BUSINESS WIRE)--Doug Bergeron, a significant shareholder of Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE: ETD) with beneficial ownership, collectively with his affiliates and associates, of approximately 5.2% of Ethan Allen’s outstanding common stock, has filed a definitive proxy statement with the U.S. Securities and Exchange Commission in connection with his nomination of five highly qualified and experienced candidates for election to Ethan Allen’s Board of Directors (the “Board”) at the Company’s 2026 Annual Meeting of Stockholders.
Mr. Bergeron also sent a letter to Ethan Allen stockholders detailing two decades of contraction and leadership and execution failures under the Company’s Board and management team. The letter outlines Mr. Bergeron’s focused plan to restore growth and details his slate’s readiness to govern Ethan Allen and drive durable shareholder value.
The definitive proxy statement is available here.
The full text of the letter is available here.
PROTECT YOUR INVESTMENT. RENEW AN AMERICAN ICON. VOTE THE WHITE UNIVERSAL PROXY CARD TODAY
For more information on Mr. Bergeron’s campaign, shareholders are encouraged to visit www.EthanAllenGrowth.com.
ADDITIONAL INFORMATION
DGB Investment, Inc. and Douglas G. Bergeron, together with the other participants in their solicitation (collectively, “DGB”), have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies with respect to the election of DGB’s slate of highly qualified director candidates and the other proposals to be presented at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Ethan Allen Interiors Inc., a Delaware corporation (the “Company”). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in DGB’s proxy solicitation. These materials and other materials filed by DGB with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by DGB with the SEC are also available, without charge, by directing a request to DGB’s proxy solicitor, Okapi Partners LLC, at its toll-free number (877) 285-5990 or via email at info@okapipartners.com.
Contacts
Media Contact:
DGB@gasthalter.com
Investor Contact:
Bruce Goldfarb / Chuck Garske
Okapi Partners
(877) 285-5990
info@okapipartners.com
Item 2: Also on September 22, 2026, DGB Investment mailed materials to stockholders of the Company, copies of which are attached hereto in Exhibit 99.1 and incorporated herein by reference.
Item 3: Also on September 22, 2026, DGB Investment posted the following material to www.EthanAllenGrowth.com:
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