Special Dividend Represents a Desperate Maneuver that Does Nothing to Address the Governance, Leadership, Strategy, and Execution Failures Plaguing the Company
Shrinking of Board Further Consolidates Power Under Chairman and CEO
“Ethan Allen's
“Incredibly, the Company doubled down on a strategy that simply has not worked – reaffirming its track record of underinvesting in the business and its woefully inadequate marketing and digital capabilities. It is in these precise areas that Ethan Allen is so desperately in need of change. Ethan Allen has failed to effectively deploy its financial resources behind a program of brand investment, customer acquisition, store modernization, and omnichannel execution. Shareholders should put the Company’s claims of 13% increases in marketing spend in each of the past two years in context. Those increases are measured off of a historically depressed base following years of underinvestment. Even after recent increases, reported advertising spend remains below every year from 2006 through 2021, and is roughly half the level of premium furniture peers as a percentage of sales.
“Moreover, the Company repeatedly references its commitment to ‘disciplined growth,’ despite the fact that revenue, operating income, workforce, and enterprise value have all declined materially over the last two decades. The Company also points to a product assortment that has nearly doubled over five years while revenue has declined materially over the same period;
“The Company continues to lack a credible succession plan for Chairman and CEO
“A skeptical investor might reasonably ask whether the Company’s substantial cash generation can be used to build long-term value – or simply distributed while the underlying business continues to shrink. I, along with my fellow director nominees, believe Ethan Allen can do the former – reinvest in the business, reignite profitable growth, and restore this exceptional brand to the leadership position it should occupy.”
Just yesterday – two weeks after
“The decision to shrink the Board to just four independent directors is particularly difficult to reconcile with the need for greater accountability and fresh operating expertise. None of the remaining independent directors have meaningful experience in retail, furniture, luxury goods, or e-commerce – capabilities we believe are critical to reinvigorating Ethan Allen. At a moment when improved governance and relevant operating expertise are desperately needed, the Board has chosen to become smaller rather than stronger. Clearly for Farooq, less governance is the best governance.
“We believe there is a better path forward. I invested in Ethan Allen because I believe, with the right board and the right strategy, the Company can restore profitable growth and unlock the full value of an iconic American brand. I have nominated a slate of highly qualified director candidates with complementary experience in modern retail, brand revitalization, digital and omnichannel execution, home furnishings, financial oversight, and capital allocation. Together, we are prepared to govern and drive the changes we believe are necessary to revitalize Ethan Allen and reignite growth at the Company.”
For more information on Mr. Bergeron’s campaign, including the case for change and nominee biographies, shareholders are encouraged to visit www.EthanAllenGrowth.com.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the solicitation are expected to be
As of the date hereof,
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