ETHAN ALLEN INTERIORS INC

For the period ended Nov 5, 2025. Filed Sep 26, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 5, 2025 · Filed Sep 26, 2025

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Contents

PROXY STATEMENT SUMMARY

The Board is soliciting proxies from stockholders in order to provide every stockholder an opportunity to vote on all matters submitted to a vote of stockholders at the Annual Meeting. This summary is an overview of certain information within this Proxy Statement therefore, we encourage you to review the complete Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report”).

Ethan Allen Interiors Inc. will hold a virtual Annual Meeting of Stockholders at 11:00 A.M. Eastern Time on Wednesday, November 5, 2025 atwww.virtualshareholdermeeting.com/ETH2025

This Proxy Statement, Notice of 2025 Annual Meeting of Stockholders, accompanying proxy card and the 2025 Annual Report are available atwww.proxyvote.com. This Proxy Statement has been prepared by our management and approved by the Board, and will be first mailed, delivered, or made available to our stockholders on September 26, 2025.

	Proposals and Voting Recommendations

		ITEM 1. Election of Directors
		The Board of Directors of the Company has nominated six directors, all of whom were previously elected by our shareholders for re-election to the Board. The Board approved each of the nominees following the recommendation of our Governance and Corporate Responsibility Committee.			FOR each Director Nominee
		ITEM 2. Advisory Vote to Approve Compensation of our Named Executive Officers
		Our shareholders have the opportunity to participate in an advisory vote on the compensation of the executive officers named in this Proxy Statement (our “Named Executive Officers” or “NEOs”) on an advisory and annual basis (the “say-on-pay” proposal).			FOR
		ITEM 3. Ratify the Appointment of CohnReznick LLP as our Independent Registered Public Accounting Firm
		Our Audit Committee has appointed CohnReznick LLP as our independent registered public accounting firm for the 2026 fiscal year. The Audit Committee and the Board believe that the retention of CohnReznick LLP to serve as the independent registered public accounting firm is in the best interests of the Company and its stockholders.			FOR

	Director Nominees


	Independent	Director Since	Audit Committee	Compensation Committee	Corporate Governance, Nominations & Sustainability Committee
Committee Members
M. Farooq Kathwari **		1985
Maria Eugenia Casar	✓	2022	●		●
John J. Dooner, Jr. *	✓	2011	●	C	●
David M. Sable	✓	2021	●	●	C
Tara I. Stacom	✓	2015	●		●
Cynthia Ekberg Tsai	✓	2021	C	●	●

C Chair ● Member* Lead Director** Chair of the Board

	Selected Financial Data and Key Metrics

Our financial performance during fiscal 2025 was highlighted by strong margins, positive operating cash flow and a robust balance sheet despite operating in a challenging environment. We generated strong operating cash flow of $61.7 million, which helped us grow our cash, cash equivalents and investments total to $196.2 million at June 30, 2025. We continued our history of returning capital to shareholders by paying four regular cash dividends of $0.39 and declared a special cash dividend of $0.40 per share, bringing the total amount of dividends paid to $50.1 million during fiscal 2025. Consolidated net sales of $614.6 million were down 4.9% compared to the prior year due to lower delivered unit volume, reduced available backlog, less design center traffic and fewer contract sales partially offset by higher average ticket prices. We ended the fiscal year with wholesale backlog of $48.9 million, down 8.7% from a year ago due to lower contract volume and improved customer lead times. Our consolidated gross margin of 60.5% was comparable to 60.8% in the prior year as benefits from a change in sales mix, lower input costs, reduced headcount, fewer designer floor sample sales and selective price increases were offset by lower unit volume sales, increased promotional activity and higher financing costs. Our adjusted operating margin was 10.2% compared to 12.1% in the prior year primarily due to deleveraging from lower unit sales partially offset by disciplined cost management and gross margin preservation. Adjusted diluted earnings per share was $2.04, down from $2.49 in the prior year.

Our robust balance sheet and financial stability provide a solid foundation. We are confident in the strength of our vertically integrated business model as we have successfully navigated challenging times over the course of Ethan Allen’s 93-year history and we will continue to serve our clients and deliver value to our shareholders.

($ in thousands, except per share data)

· · STATEMENT OF OPERATIONS DATA · ·
· · Fiscal Year Ended June 30, · · · 2025 · · · 2024 · · · 2023 · ·
	Net sales	$614,649	$646,221	$791,382
	Gross margin	60.5%	60.8%	60.7%
	Adjusted operating income (1)	$62,895	$77,914	$133,514
	Adjusted net income (1)	$52,271	$63,758	$103,057
	Adjusted diluted EPS (1)	$2.04	$2.49	$4.03
	KEY METRICS
	Adjusted return on equity (1)	10.8%	13.4%	23.5%
	Cash flows from operating activities	$61,696	$80,195	$100,664
	Cash and investments	$196,163	$195,801	$172,707
	Current ratio	2.03	2.16	2.20
	Long-term debt to equity ratio	0.0%	0.0%	0.0%
	Cash dividends paid	$50,084	$50,269	$46,357
	Dividend yield	5.6%	5.6%	5.1%

(1)

See Appendix A for the reconciliation of U.S. GAAP to adjusted key financial measures.

	Summary of Executive Compensation Practices

	Pay for Performance

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