ETD 8-K
Ethan Allen Interiors Inc (ETD)
8-K
2023-11-09
For: 2023-11-09
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (203 ) 743-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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(Title of each class)
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(Trading symbol)
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(Name of exchange on which registered)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 9, 2023, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 25,393,588 shares of the Company’s common stock, $0.01 par value, eligible to vote at the Annual Meeting, 20,788,686 shares were present in person or represented by proxy. Set forth below are the final voting results for the proposals voted on at the Annual Meeting.
Proposal 1: Election of Directors. Each of the six director nominees shown below was elected to serve a one-year term until the 2024 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal. The voting results were as follows:
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Broker
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Director Nominee
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For
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Against
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Abstain
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Non-Votes
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M. Farooq Kathwari
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17,783,119
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857,384
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37,711
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2,110,472
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Maria Eugenia Casar
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18,544,454
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116,667
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17,093
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2,110,472
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John J. Dooner, Jr.
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17,900,523
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757,500
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20,191
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2,110,472
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David M. Sable
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18,286,721
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371,879
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19,614
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2,110,472
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Tara I. Stacom
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18,547,278
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98,415
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32,521
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2,110,472
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Cynthia Ekberg Tsai
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18,520,039
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139,308
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18,867
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2,110,472
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Proposal 2: Approve, through a non-binding advisory vote, the fiscal 2023 compensation awarded to the Company’s named executive officers. An advisory resolution approving the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved as follows:
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Broker
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For
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Against
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Abstain
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Non-Votes
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18,331,707
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240,608
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105,899
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2,110,472
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Proposal 3: Approve, through a non-binding advisory vote, the frequency of future advisory votes to approve the compensation awarded to the Company’s named executive officers. “1 year” as the preferred frequency for future advisory votes to approve the compensation of the Company’s named executive officers was approved as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Non-Votes | ||||
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16,657,019
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18,861
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1,969,994
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32,340
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2,110,472 |
Consistent with these results and with the recommendation of the Company’s Board of Directors, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Stockholders.
Proposal 4: Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal 2024 year. The selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal 2024 year was ratified by the following vote:
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For
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Against
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Abstain
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20,730,362
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39,210
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19,114
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ETHAN ALLEN INTERIORS INC.
(Registrant)
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Date: November 9, 2023
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By:
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/s/ Matthew J. McNulty
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Matthew J. McNulty
Senior Vice President, Chief Financial Officer and Treasurer
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