Ethan Allen Interiors Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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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

 

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (203) 743-8000

 

(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:

 

 

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:

 

 

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:

 

 

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:

 

 

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:

 

 

 

 

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.