8-K

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

Date of Report (Date of earliest event reported): November 9, 2023

ETHAN ALLEN INTERIORS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11692	06-1275288
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 Lake Avenue Ext., Danbury, Connecticut	06811-5286
(Address of principal executive offices)	(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock $0.01 Par Value	ETD	New York Stock Exchange
(Title of each class)	(Trading symbol)	(Name of exchange on which registered)

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:

				Broker
Director Nominee	For	Against	Abstain	Non-Votes
M. Farooq Kathwari	17,783,119	857,384	37,711	2,110,472
Maria Eugenia Casar	18,544,454	116,667	17,093	2,110,472
John J. Dooner, Jr.	17,900,523	757,500	20,191	2,110,472
David M. Sable	18,286,721	371,879	19,614	2,110,472
Tara I. Stacom	18,547,278	98,415	32,521	2,110,472
Cynthia Ekberg Tsai	18,520,039	139,308	18,867	2,110,472

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:

			Broker
For	Against	Abstain	Non-Votes
18,331,707	240,608	105,899	2,110,472

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:

				Broker
1 Year	2 Years	3 Years	Abstain	Non-Votes
16,657,019	18,861	1,969,994	32,340	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:

For	Against	Abstain
20,730,362	39,210	19,114

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.

	ETHAN ALLEN INTERIORS INC. (Registrant)
Date: November 9, 2023	By:	/s/ Matthew J. McNulty
		Matthew J. McNulty Senior Vice President, Chief Financial Officer and Treasurer

XML

Document And Entity Information	Nov. 09, 2023
Document Information [Line Items]
Entity, Registrant Name	ETHAN ALLEN INTERIORS INC.
Document, Type	8-K
Document, Period End Date	Nov. 09, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-11692
Entity, Tax Identification Number	06-1275288
Entity, Address, Address Line One	25 Lake Avenue Ext.
Entity, Address, City or Town	Danbury
Entity, Address, State or Province	CT
Entity, Address, Postal Zip Code	06811-5286
City Area Code	203
Local Phone Number	743-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ETD
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000896156