Independent Proxy Advisory Firm Egan-Jones Recommends Ethan Allen Shareholders Vote the White Proxy Card “For” All Five of Doug Bergeron’s Director Nominees

Doug Bergeron, Significant shareholder of Ethan Allen Interiors Inc.

“We are pleased that Egan-Jones has recommended shareholders elect all five of our director nominees, recognizing the urgent need for change at Ethan Allen. Our case rests on two decades of deteriorating performance under the same Chairman and CEO, despite repeated assurances to the contrary by the Board and management. Egan-Jones has now independently confirmed that the Board’s promises of growth have not been met, and that the incumbent directors should not be entrusted with selecting the Company’s next leader. Egan-Jones’ recommendation validates the need for accountability, as well as the strength of our nominees’ experience and our credible plan to restore growth. We thank Egan-Jones for its thorough review, and we urge shareholders to follow its recommendation and vote FOR all five of our nominees on the WHITE universal proxy card.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“Despite its strong balance sheet, revenue has declined for years, falling revenue is driving falling earnings, and falling earnings are shrinking the cash balance. That path is not sustainable, and the Board has managed the business for cash rather than for growth.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“The key difference between the two sides is not the diagnosis but the ability to act on it. Management has described the same problems, and the same fixes, for well over a decade: reach younger customers, modernize the brand, build a digital and omnichannel business, and grow. Each time, it said the company was positioned for growth. The results never followed.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“Our engagement with management weighed heavily in our recommendation, as we found little evidence that the current strategy is working. The design center downsizing explains only a few years of a decade-long decline. Management cited marketing spending well above peers but shared no customer acquisition data. They could not say whether recent design centers are meeting the revenue targets behind their growth plan. They also said its core customers are the wealthiest group in the country and growing in number, which makes falling sales harder to explain. Taken together, these answers point to a problem of execution rather than market conditions.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“The four independent directors joined between 2015 and 2022, so the Board has changed in name. In substance it has not: each has overseen Ethan Allen trailing the small-cap market since joining, and together they have preserved the same leadership, strategy and pay framework.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“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. Two nominees helped build major home furnishings businesses, and the others have led turnarounds, luxury retail and digital strategy at scale.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“DGB's plan targets the root cause: the failure to win new customers. It puts customer acquisition and digital first, alongside a brand refresh, an updated and more seasonal assortment, and a store-by-store review.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“We believe that each DGB nominee is capable of executing this strategy given their strong background in retail and marketing: Ms. Brockway built customer acquisition at Chairish, Mr. Oblak grew Wayfair's home furnishings business online, Ms. Ward linked stores with digital selling at Neiman Marcus, and Ms. Miller led digital transformation at eBay.”

Egan-Jones Proxy Services, Independent proxy advisory firm

“The DGB slate brings the retail, home furnishings and digital experience the company needs, together with a concrete transition plan.”