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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, 2022
 
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 (see General Instruction A.2. below):
 
☐  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, 2022, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 25,347,420 shares of the Company’s common stock, $0.01 par value, eligible to vote at the Annual Meeting, 21,915,820 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 seven director nominees shown below was elected to serve a one-year term until the 2023 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
 
19,142,790
 
292,701
 
13,852
 
2,466,477
Maria Eugenia Casar
 
19,364,962
 
70,926
 
13,455
 
2,466,477
Dr. John Clark
 
19,127,660
 
307,675
 
14,008
 
2,466,477
John J. Dooner, Jr.
 
18,862,666
 
572,431
 
14,246
 
2,466,477
David M. Sable
 
19,089,531
 
344,196
 
15,616
 
2,466,477
Tara I. Stacom
 
19,153,086
 
283,277
 
12,980
 
2,466,477
Cynthia Ekberg Tsai
 
18,853,926
 
541,832
 
53,585
 
2,466,477
 
Proposal 2: Approve, through a non-binding advisory vote, the fiscal 2022 compensation awarded to the Companys 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
18,854,836
 
494,756
 
99,751
 
2,466,477
 
Proposal 3: Ratify the appointment of CohnReznick LLP as the Companys independent registered public accounting firm for the fiscal 2023 year. The selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal 2023 year was ratified by the following vote:
 
For
 
Against
 
Abstain
21,816,003
 
69,604
 
30,213
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ETHAN ALLEN INTERIORS INC.
 
     
Date: November 10, 2022
By:
/s/ Eric D. Koster
 
   
Eric D. Koster
Vice President, General Counsel & Secretary
 
 
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