Ethan Allen Files 2024 Proxy Statement

Ticker: ETD · Form: DEF 14A · Filed: Sep 27, 2024 · CIK: 896156

Ethan Allen Interiors INC DEF 14A Filing Summary
FieldDetail
CompanyEthan Allen Interiors INC (ETD)
Form TypeDEF 14A
Filed DateSep 27, 2024
Risk Levellow
Pages14
Reading Time17 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

Ethan Allen's proxy statement is out for the Nov 6 meeting. Vote your shares!

AI Summary

Ethan Allen Interiors Inc. filed its definitive proxy statement (DEF 14A) on September 27, 2024, for its annual meeting scheduled for November 6, 2024. The filing concerns the solicitation of proxies from shareholders regarding matters to be voted on at the meeting. The company is based in Danbury, CT, and operates in the wood household furniture sector.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including director elections and other corporate governance matters, allowing them to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine annual proxy filing and does not contain new material financial information or significant corporate events.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to solicit proxies from shareholders for the annual meeting scheduled for November 6, 2024, and to provide information on matters to be voted upon.

When is the annual meeting of Ethan Allen Interiors Inc. scheduled to take place?

The annual meeting is scheduled for November 6, 2024.

What is the company's SIC code and industry classification?

The company's SIC code is 2511, and it is classified under WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED).

Where is Ethan Allen Interiors Inc. headquartered?

The company is headquartered in Danbury, CT, with a business address at ETHAN ALLEN DR, PO BOX 1966, Danbury, CT 06811.

What type of SEC filing is this, and when was it filed?

This is a Definitive Proxy Statement (DEF 14A) filed on September 27, 2024.

Filing Stats: 4,308 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2024-09-27 16:15:45

Filing Documents

SECURITY OWNERSHIP

SECURITY OWNERSHIP 16 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 17 PROPOSAL 2: TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION 18 COMPENSATION DISCUSSION AND ANALYSIS 19 COMPENSATION COMMITTEE REPORT 31 COMPENSATION TABLES 32 Summary Compensation Table 32 Grants of Plan-Based Awards 33 Outstanding Equity Awards at Fiscal Year-End 34 Option Exercises and Stock Vested 35 Nonqualified Deferred Compensation 35 Potential Payments upon Termination or Change in Control 36 PAY RATIO DISCLOSURE 38 PAY VERSUS PERFORMANCE 39 PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 43 AUDIT COMMITTEE REPORT 44 INSTRUCTIONS FOR VIRTUAL MEETING PARTICIPATION 46 QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING 46 APPENDIX A– Reconciliation of GAAP and Non-GAAP Financial Measures 53 i TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS These proxy materials include certain statements which may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "continue," "may," "will," "short-term," "target," "outlook," "forecast," "future," "strategy," "opportunity," "would," "guidance," "adjusted," "unusual," "should," "likely," and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that are expected. We derive many of our forward-looking statements from

Election of Directors

ITEM 1. Election of Directors The Board and the Corporate Governance, Nominations and Sustainability Committee believe that the director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company's management and effectively oversee the business and the long-term interests of stockholders. FOR each Director Nominee

Advisory Vote to Approve Compensation of our Named Executive Officers

ITEM 2. Advisory Vote to Approve Compensation of our Named Executive Officers The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis and the Compensation Tables in this Proxy Statement. Although the vote is non-binding, the Board values stockholders' opinions, and the Compensation Committee will take into account the outcome of the advisory vote when making future executive compensation decisions. This advisory vote will serve as an additional tool to guide the Board and the Compensation Committee in continuing to improve the alignment of the Company's executive compensation program with the interests of Ethan Allen and its stockholders and is consistent with our commitment to high standards of corporate governance and stockholder engagement. FOR

Ratify the Appointment of CohnReznick LLP as our Independent Registered Public Accounting Firm

ITEM 3. Ratify the Appointment of CohnReznick LLP as our Independent Registered Public Accounting Firm The Audit Committee and the Board believe that the retention of CohnReznick LLP to serve as the independent registered public accounting firm for the 2025 fiscal year is in the best interests of the Company and its stockholders. Stockholders are being asked to ratify the Audit Committee's appointment of CohnReznick LLP as its independent registered public accounting firm. FOR BOARD OF DIRECTORS Ethan Allen Interiors Inc. is a global luxury home fashion brand that is vertically integrated from product design through home delivery, which offers its customers stylish product offerings, artisanal quality and personalized service. The effective management of our enterprise requires a strong governance foundation. We believe the composition of the Board reflects an appropriate mix of skill sets, experience, and qualifications that are relevant to the business and governance of the Company. Our directors possess individual experiences that provide practical wisdom and foster mature judgment in the boardroom. Collectively, the directors bring international, retail, digital, real estate, technology, cybersecurity, marketing and ESG experiences that are relevant to the Company's vertically integrated enterprise. The Board has general oversight responsibility for the Company's affairs and is deeply involved in the Company's strategic planning process, leadership development, succession planning, and oversight of risk management. The Board believes that good corporate governance is important to ensure that the Company is managed for the long-term benefit of its stockholders and to enhance the creation of long-term stockholder value. The Board is committed to strong corporate governance and has adopted Corporate Governance Guidelines that support and reflect this belief, strengthen Board and management accountability, and comply with the requirements of the New York Sto

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