ETD Ethan Allen Interiors Inc

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington D.C. 20549

 

FORM SD

Specialized Disclosure Report

 

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)

 

 

Matthew J. McNulty

(203) 743-8481
(Name and telephone number, including area code, of the person to contact in connection with this report.)

 

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Check the appropriate box to indicate the rule pursuant to which this form is being filed:

 

☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

 

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Section 1 – Conflict Minerals Disclosure

 

Item 1.01         Conflict Minerals Disclosure and Report

 

This Specialized Disclosure Report on Form SD (“Form SD”) of Ethan Allen Interiors Inc. (the “Company”) is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, (“Rule”) for the reporting period January 1, 2023 to December 31, 2023. The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to “conflict minerals” as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). Conflict minerals are defined by the SEC as columbite-tantalite (coltan), cassiterite, gold, wolframite, including their derivatives, which are limited to tantalum, tin, and tungsten (“3TG”). The Rule imposes certain reporting obligations on SEC registrants whose products contain conflict minerals that are necessary to the functionality or production of their products. For products which contain necessary conflict minerals, the registrant must conduct in good faith a reasonable country of origin inquiry designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo (“DRC”) or “adjoining country” (as defined in Section 1502 of the Dodd-Frank Act), collectively defined as the “Covered Countries.” If, based on such inquiry, the registrant knows or has reason to believe that any of the necessary conflict minerals contained in its products originated or may have originated in a Covered Country and knows or has reason to believe that those necessary conflict minerals may not be solely from recycled or scrap sources, the registrant must conduct due diligence as a method to conclude if the necessary conflict minerals contained in those products did or did not directly or indirectly finance or benefit armed groups in the Covered Countries. These requirements apply to registrants whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict.

 

Conflict Minerals Disclosure

 

This Form SD and the Company’s Conflict Minerals Report, filed as Exhibit 1.01, are publicly available through links on our internet website, https://ir.ethanallen.com, as soon as reasonably practicable after they are electronically filed with the SEC’s EDGAR database at www.sec.gov. However, information contained on our internet website is not incorporated by reference into this Form SD or otherwise considered to be a part of this document.

 

 

Item 1.02 Exhibit

 

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

 

 

Section 2 – Resource Extraction Issuer Disclosure

 

Item 2.01 Resource Extraction Issuer Disclosure and Report

 

Not applicable.

 

 

Section 3 – Exhibits

 

Item 3.01 Exhibits

 

Exhibit No.         Description

 

Exhibit 1.01         Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

 

 

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 duly authorized undersigned.

 

	ETHAN ALLEN INTERIORS INC. (Registrant)
Date: May 15, 2024	By:/s/ Matthew J. McNulty Matthew J. McNulty Senior Vice President, Chief Financial Officer and Treasurer

 

EXHIBIT 1.01

 

Ethan Allen Interiors Inc.

Conflict Minerals Report

For the Year Ended December 31, 2023

 

 

This is the Conflict Minerals Report (the “Report”) of Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions of the terms used in this Report, unless otherwise defined herein.

 

In accordance with the rules, Ethan Allen undertook due diligence to determine the source of Conflict Minerals, if any, used in its manufacture of furniture and home furnishing accessories. In conducting its due diligence, Ethan Allen modeled its due diligence framework on the Organization for Economic Co-Operation and Development (“OECD”) Due Diligence Guidelines for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition. The Company’s due diligence process includes adoption of a Conflict Minerals Policy (which has been posted to its website at https://ir.ethanallen.com/esg/esg-responsibility), establishment of a management structure with cross-functional team members and senior executives, determination of the necessary scope of investigation and response, ongoing communication with suppliers, and establishment of record keeping procedures. Specifically, Ethan Allen performed the following procedures:

 

(1)

identified each supplier from which it purchased materials to be incorporated into its manufactured products;

 

(2)

obtained the address of each such supplier;

 

(3)

transmitted written correspondence to each supplier in which it:

 

(a)

provided an understanding of Ethan Allen’s commitment of sourcing minerals from conflict-affected and high-risk areas in line with its corporate policy, legal obligations and existing international standards;

 

(b)

requested each supplier to collect and provide to Ethan Allen supply chain data, including country of origin information, necessary to fulfill Ethan Allen’s legal obligations under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act;

 

(c)

advised that Ethan Allen was incorporating into its standard purchase order/contract terms and conditions which require each supplier to adopt a policy on the responsible sourcing of minerals, to implement due diligence processes in support of that policy, and to periodically provide Ethan Allen with information necessary to enable it to support its obligations under Dodd-Frank and its own policies;

 

(d)

requested each supplier to provide information to identify the smelters/refiners in their supply chain by utilizing the Conflict Minerals Reporting Template (the “Template”) established by the Responsible Minerals Initiative; and

 

(e)

sought to obtain a greater percentage of responses from suppliers who had not responded to the original request by transmitting a second request, and in some cases a third request, to provide information by utilizing the Template.

 

Ethan Allen’s calendar year 2023 due diligence measures were based on the initiatives of the Responsible Business Alliance (formerly the Electronic Industry Citizenship Coalition or EICC) and the Global e-Sustainability Initiative with smelters and refiners of conflict minerals who provide those conflict minerals to our suppliers. As a manufacturer and seller of furniture and home accessories, Ethan Allen is levels removed from the actual mining of Conflict Minerals. Ethan Allen does not make purchases of raw ore or unrefined Conflict Minerals and makes no purchases in the Covered Countries. Ethan Allen does not utilize Conflict Minerals in its manufacturing processes – it merely incorporates “stock” components manufactured by others into its finished products. 

 

Ethan Allen’s due diligence measures included conducting a supply-chain survey described more fully above by polling each and every supplier to ascertain whether any utilized Conflict Minerals in materials or components provided to Ethan Allen which it, in turn, incorporates into furniture and home furnishing accessories, as well as collating and analyzing the responses for each supplier which responded to Ethan Allen’s correspondence. As a result of this due diligence, Ethan Allen has received no information for calendar year 2023 that would indicate its Conflict Mineral status has changed from calendar year 2022, which showed a small portion to be “DRC conflict undeterminable” and the remainder to be “DRC conflict free”, as such terms are defined in the 1934 Act.

 

 

In addition, the Company evaluated each response of the vendors whose declaration forms indicated no conflict materials are present. Ethan Allen determined that the materials supplied by each of the suppliers which responded to the survey by completing the Template, to the extent that they contain tantalum, tin, titanium or gold, are either DRC conflict free or DRC conflict undeterminable. Four of our vendors advised us that their products contained 3TG minerals, namely tin and gold. However, none of our vendors identified the DRC or any adjoining countries as a country of origin for any Conflict Mineral. With regard to those few suppliers which did not respond, Ethan Allen has insufficient information to enable it to conclude whether the Conflict Minerals which are contained in the supplied materials, if any, originated in the Covered Countries, and, if so, whether the necessary conflict minerals were from recycle or scrap sources, were DRC conflict free or have not been found to be DRC conflict free. In the next compliance period, Ethan Allen intends to implement steps to improve the information gathered from its due diligence to further mitigate the risk that its necessary Conflict Minerals do not benefit armed groups. These steps include increasing the response rate of suppliers by requesting all suppliers recertify by means of the Template and informing any smelters identified as a result of the supply-chain survey and requesting their participation in a program such as the CFS program to obtain a “conflict free” designation.

 

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