Company Has Yet to Announce an Earnings Release Date, Departing from a Decade of Consistent Disclosure Practice
Raises Serious Questions About Board Credibility Following Inaccurate Financial Claims and Mischaracterizations of Mr. Bergeron’s Nominees and Plan to Restore Growth
Warns Shareholders Not to Be Fooled by Selective Financial Claims and Repeated Growth Promises That Obscure Two Decades of Decline
“Where are the numbers? Shareholders are on the verge of deciding who will oversee Ethan Allen’s next chapter, yet the Board of Directors (the “Board”) has not told them if, or when, they will see the Company’s latest financial results. For each of the past ten years, Ethan Allen announced the release date for its fiscal first quarter results no later than
- Another “positioned for growth” promise without results. In 2015, defending against a proxy contest, the Company told shareholders it was “well positioned to begin an accelerated growth phase.”2 Eleven years later, the business is substantially smaller, less profitable and less valuable. Years of design-center “refreshes,” expanded assortments, increased advertising and digital initiatives have failed to produce sustained growth, and the 12.8% five-year average operating margin the Company highlights obscures a 7.8% margin in FY2026, less than half the 17.3% reached in FY2023.3 Activity is not achievement, and historical averages cannot disguise the deterioration.
- Returning cash from a shrinking business is not the same as compounding shareholder value. Over five years, Ethan Allen’s share price has appreciated just 2.5%, with approximately 94% of its reported 45% total shareholder return attributable to dividends.4 Over 10 years, the share price has declined 31%, despite a reported total shareholder return of 27%5 – a 58 percentage point swing due to dividends.
- The greatest risk to Ethan Allen’s dividend is the continued erosion of the earnings base that supports it. The regular dividend consumed approximately 97% of adjusted EPS in FY2026, up from just 29% in FY2022. Cash dividends paid of
$46 million exceeded the year’s$41 million of free cash flow, itself down 41% from FY2024.6 Yet, after the proxy contest began, the Board declared another$76 million special dividend. The Board continues distributing capital while failing to rebuild the earnings required to sustain those distributions.
- The Board that accepted two decades of decline should not be entrusted with selecting and overseeing the next CEO. After 38 years under the same Chairman and CEO, the Board repeatedly extended Mr. Kathwari’s tenure and accepted performance standards that moved down with the business, without imposing meaningful consequences. A formal succession process was announced only after this proxy contest began – 11 days after
Mr. Bergeron announced his own independent CEO search – with a successor to be announced byJune 2027 . Worse, the Board wants the next CEO to “build on and accelerate” the same strategy that has failed to restore growth. Why should the Board that did not hold the current CEO accountable be entrusted to choose, and then oversee, the next one?
Mr. Bergeron and his nominees bring the expertise a modern premium home furnishings company demands, and a clear plan to transition leadership responsibly and restore growth. The nominees bring relevant manufacturing, sourcing, merchandising, technology, operating and governance experience, as well as brand and digital capabilities that are noticeably absent from the current Board. An experienced interim CEO would lead the business, supported by existing operating management, while the Board validates strategy, stages investment and establishes accountability. The incumbents offer promise after promise of change yet never deliver. We are offering an actionable plan for change.
“The Board’s
Additional materials related to Mr. Bergeron’s campaign, including video interviews with his five director candidates, may be found at www.EthanAllenGrowth.com. Shareholders are encouraged to follow the campaign’s LinkedIn and X pages to stay informed in real time.
PROTECT YOUR INVESTMENT. RENEW AN AMERICAN ICON. VOTE THE WHITE UNIVERSAL PROXY CARD TODAY
Shareholders with questions on how to vote their shares may visit www.EthanAllenGrowth.com/How-To-Vote.
ADDITIONAL INFORMATION
1 Company
2 Ethan Allen first quarter fiscal 2016 earnings press release dated
3 Ethan Allen SEC filings;
4 As of
5 As of
6 Ethan Allen SEC filings;
View source version on businesswire.com: https://www.businesswire.com/news/home/20261018472259/en/
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