DGB Investment, Inc. has taken a significant step in its campaign for change at Ethan Allen Interiors Inc. by filing a definitive proxy statement with the Securities and Exchange Commission. This filing is aimed at soliciting votes for its slate of director nominees ahead of the company's upcoming annual meeting on November 4, 2026. The move underscores the growing tensions between DGB Investment and the incumbent board, particularly regarding governance practices and transparency.

Ethan Allen Interiors, a company specializing in the design and manufacture of wood household furniture, has been under scrutiny due to its current board's management practices. DGB Investment, which holds approximately 5.2% of Ethan Allen's outstanding common stock, is advocating for a complete overhaul of the board, including the removal of Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable. The proxy statement highlights serious allegations against incumbent director Cynthia Ekberg Tsai, including undisclosed court sanctions for destroying evidence in a previous legal case.

According to the recent filing, DGB Investment's President, Douglas G. Bergeron, has been vocal about the need for a change in leadership at Ethan Allen. He stated, "Shareholders deserve to know the full records of those overseeing the Company. The Board placed someone sanctioned by a court for destroying evidence in charge of the Audit Committee and never told shareholders." This statement reflects the broader concerns regarding the board's transparency and accountability.

The filing notes that all three leading independent proxy advisory firms—Institutional Shareholder Services Inc., Glass Lewis & Co., and Egan-Jones Proxy Services—have recommended removing Kathwari and Sable. Glass Lewis and Egan-Jones have gone further, urging shareholders to vote for all five of DGB's nominees and withhold votes from the entire incumbent board. This recommendation highlights the growing consensus among proxy advisors regarding the need for change at Ethan Allen.

Bergeron emphasized that replacing only a minority of the board would not suffice, as it would leave the same directors in charge who made questionable decisions in the past. He stated, "If only two directors are replaced, the Board would remain controlled by the same directors who made those decisions." DGB Investment's campaign seeks to ensure that shareholders are aware of the implications of their votes, particularly in light of the incumbent board's track record.

The proxy statement also details the allegations against Tsai, who was previously removed as CEO of Viropro due to allegations of self-dealing and misusing company funds. The court's sanctions against her for destroying evidence further complicate her position on the board. DGB claims that Ethan Allen failed to disclose these serious issues to shareholders, raising significant concerns about the board's governance practices.

In a recent interview, Bergeron expressed confidence in the upcoming vote, stating, "We are doing very well. All proxy advisors have called for the removal of the current board, and two out of three have said vote for everybody." He described the situation at Ethan Allen as a cultural revolution, indicating a strong desire for change among shareholders and former employees.

As the annual meeting approaches, DGB Investment is actively engaging with shareholders to ensure they understand the importance of their votes. The company has set up resources to assist shareholders in navigating the proxy voting process, encouraging them to vote for DGB's nominees using the WHITE proxy card.

The outcome of this proxy battle could significantly impact Ethan Allen's future direction and corporate governance standards. With growing concerns about transparency and accountability, the stakes are high for both DGB Investment and the incumbent board as they prepare for the upcoming shareholder meeting.

Details were not available in the SEC filing regarding any further actions following the annual meeting.