Leading Independent Proxy Advisory Firm Glass Lewis Recommends Ethan Allen Shareholders Vote the WHITE Proxy Card “FOR” All Five of Doug Bergeron’s Director Nominees
Key Highlights
- ➤Glass Lewis recommends voting FOR all five Doug Bergeron nominees.
- ➤Glass Lewis recommends withholding votes from all five incumbent directors.
- ➤Ethan Allen faces proxy battle at its November 4, 2026 annual meeting.
- ➤Bergeron collectively owns approximately 5.2% of Ethan Allen’s outstanding stock.
- ➤Glass Lewis cites persistent underperformance and failures of board oversight.
Expert Statements
Doug Bergeron, Significant shareholder of Ethan Allen Interiors Inc.
“Glass Lewis carefully weighed the potential paths forward and concluded that the greatest risk to Ethan Allen is leaving it in the hands of the incumbent directors. We agree. Glass Lewis’ recommendation is a resounding indictment of the incumbent Board – thoroughly dismantling the Board’s attempted defenses to our campaign – and serves as powerful validation of our case for change. After more than a decade of declining performance, broken promises, and failed oversight, Glass Lewis has concluded that the status quo is no longer defensible.”
Doug Bergeron, Significant shareholder of Ethan Allen Interiors Inc.
“With both Glass Lewis and Egan-Jones recommending that shareholders elect all five of our highly qualified nominees, the message is clear: Ethan Allen needs comprehensive Board change now. On November 4, shareholders have an opportunity to turn the page on years of underperformance and absent accountability by electing a new Board with the expertise and urgency required to renew this American icon. We urge shareholders to follow the recommendations of Glass Lewis and Egan-Jones and vote FOR all five of our nominees on the WHITE universal proxy card.”
Glass Lewis, Independent proxy advisory firm
“Ethan Allen is, by most relevant standards, a short-, mid- and long-term underperformer, with incumbent management and the board overseeing near-continuous structural regression and what appears to be an increasingly risky capital program, in all cases despite regular promises of imminent yields and attractive value.”
Glass Lewis, Independent proxy advisory firm
“It should be noted similar pledges underscored the board’s 2015 campaign defense, leading us to conclude at that time that representatives of Ethan Allen should be afforded more time to capture accelerated growth and improved performance. While acknowledging a limited overlap of continuing incumbent directors since that time, more than ten years on, and with persistently worst-in-class growth and materially substandard returns on the books, the returns are in.”
Glass Lewis, Independent proxy advisory firm
“In sum, the board effectively asks investors to discard the exceptionally evident in favor of the speciously selective, focusing on tightly framed metrics and targeted performance windows in a curated bid to hold the line. Tactical efficacy proves limited, as the preponderance of factors comprehensively establishes that Ethan Allen is in persistent operational decline, amplified by the long-term prioritization of cash distributions over durable growth.”
Glass Lewis, Independent proxy advisory firm
“Against a relatively imbalanced quantitative backdrop, management and the board had an opportunity to shift the narrative by disclosing 1Q results in advance of the meeting… With strategic and operational credibility on the line, updated metrics demonstrating even incipient success would be a boon. Instead, the board is necessarily fighting the impression that it is furtively punting on disclosure which may be damaging to its case.”
Glass Lewis, Independent proxy advisory firm
“In particular, and in apparent lieu of more rigid oversight on behalf of Ethan Allen’s unaffiliated investors, multiple notionally independent members of the sitting board communicated exceptional deference to Mr. Kathwari, which, in light of the Company’s observed performance and returns, undermines the notion that strategic and financial ownership and effective stewardship are front and center here.”
Glass Lewis, Independent proxy advisory firm
“In review of available materials, it appears challenging to suggest DGB fails to meet the brief. In particular, while the Dissident is seeking a full board spill, available materials afford EAI investors a comprehensive, top-down strategic, financial and corporate governance agenda coupled with a 100-day plan and a mid-term operating bridge.”
Glass Lewis, Independent proxy advisory firm
“With regard to DGB’s candidates, the slate appears compelling relative to the status quo… These skill sets appear to speak directly to the very issues with which the current board seems to struggle, and reasonably portend a more rigorous assessment of value-maximizing alternatives prospectively available to Ethan Allen.”
Glass Lewis, Independent proxy advisory firm
“Furthermore, observing that DGB’s nominees will, if elected, necessarily require time to verify and potentially revise central assumptions prior to the finalization of key strategic and financial initiatives is less a decisive counter than an observation of fundamental campaign strictures. Shareholders should reasonably anticipate that a reconstituted board, whether minority, majority or full, would take the time to thoughtfully and thoroughly assess the most appropriate course of action based on comprehensive data and associated diligence.”
Glass Lewis, Independent proxy advisory firm
“…DGB appears to have offered investors a credible and reasonably robust strategic and financial agenda alongside an alternate slate more evidently prepared to address muted accountability, operational backsliding and sputtering shareholder value. In view of these considerations, and in the absence of additional material developments, there exists suitable cause for investors to endorse material board refreshment at this time.”
Glass Lewis, Independent proxy advisory firm
“…the greater risk at this time appears to be entrusting critical oversight responsibilities to a board that has consistently failed to deliver on matters of operational accountability, shareholder value and executive succession across a disconcertingly wide range of reference periods, strategic narratives and tactical agendas.”
Leading Independent Proxy Advisory Firm Glass Lewis Recommends Ethan Allen Shareholders Vote the WHITE Proxy Card “FOR” All Five of Doug Bergeron’s Director Nominees
Recommends Shareholders “WITHHOLD” Votes from All Five Incumbent Directors
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