NEW YORK--(BUSINESS WIRE)--Sandell Asset Management Corp. (“Sandell”) today issued the following statement regarding the preliminary voting results from the Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE:ETH) 2015 Annual Meeting:
We are gratified by the significant number of shareholders who took the time to understand our views on how the outdated and questionable governance practices at Ethan Allen have contributed to the Company’s poor stock price performance and voted to support our Director nominees and our campaign. We are disappointed that the preliminary results indicate that our nominees were not ultimately elected to the Company’s Board of Directors (the “Board”). However, we are encouraged that our involvement has been able to heighten investor awareness regarding a number of troubling governance issues, several of which the Company has subsequently sought to address, and also resulted in meaningful changes to Ethan Allen’s Board, with three Directors that will ultimately be replaced since our engagement with the Company.
As a result of our active engagement, Ethan Allen has taken steps to:
- Replace two long-tenured Directors, Kristin Gamble and Frank G. Wisner, who have served on the Board for 23 years and 14 years, respectively
- Facilitate the replacement of a third long-tenured Director, Clinton A. Clark, who has served on the Board for 26 years, and has agreed to “retire” immediately prior to the Company’s 2016 Annual Meeting
- Eliminate the Company’s 22-year old entrenching “dead hand” provision in its Certificate of Incorporation
- Address its inefficient capital structure
Going forward, Sandell intends to maintain an intense level of scrutiny on Ethan Allen’s operating results and will monitor what, if any, steps are taken by the Board to increase shareholder value, with the Company’s stock price serving as the ultimate metric in determining value. Indeed, these preliminary voting results support the need for heightened vigilance and reflect a high degree of frustration amongst the shareholder base. Sandell wishes to maintain an open dialogue with all shareholders, who are the true owners of the Company.
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.
Sandell Asset Management Corp., Castlerigg Master Investments Ltd., Castlerigg International Limited, Castlerigg International Holdings Limited, Castlerigg Offshore Holdings, Ltd., Castlerigg Active Investment Fund, Ltd., Castlerigg Active Investment Intermediate Fund, L.P., Castlerigg Active Investment Master Fund, Ltd., Castlerigg Event Driven and Arbitrage Fund, Thomas E. Sandell (collectively, “Sandell”), Edward Glickman, Kathy Herbert, Richard Mansouri, Annelise Osborne, Ken Pilot and Alex Wolf (collectively with Sandell, the “Participants”), have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of proxy card to be used in connection with the solicitation of proxies from the stockholders of Ethan Allen Interiors Inc. (the “Company”) in connection with the Company’s 2015 annual meeting of stockholders. All stockholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying proxy card are being furnished to some or all of the Company’s stockholders and are, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ and at our website at http://www.RedesignEthanAllen.com.
Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the definitive proxy statement on Schedule 14A filed by Sandell Asset Management Corp. with the SEC on November 3, 2015. This document can be obtained free of charge from the sources indicated above.