NEW YORK--(BUSINESS WIRE)--Sandell Asset Management Corp. (“Sandell”) today issued the following statement regarding the final voting results from the Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE:ETH) 2015 Annual Meeting:
Sandell once again expresses its gratitude to the vast and diverse array of shareholders who had taken the time to understand the governance issues plaguing Ethan Allen and voted to support Sandell’s campaign to effect change at the Company. Official voting results show that 10.35 million shares voted in favor of at least one of Sandell’s nominees for the Board of Directors (the “Board”) on Sandell’s gold proxy card and another 1.69 million shares voted to withhold votes for at least one of Ethan Allen’s nominees for the Board on the Company’s white proxy card, out of a total of 26.84 million shares voted in the election (“voted shares”), indicating that approximately 45% of all voted shares supported Sandell’s campaign for change. Excluding approximately 2.77 million shares, according to the Company’s proxy statement, that are directly or indirectly owned by the Company’s Chairman, CEO, and President Farooq Kathwari from the number of total voted shares indicates that over 50% of all non-Kathwari-owned voted shares supported Sandell’s campaign for change.
Contrary to the Company’s claims of “overwhelming” support for the Ethan Allen slate, these voting results demonstrate a far-reaching desire for substantive change from the shareholder base. This widespread expression of discontent should not go un-heeded by the Board, particularly considering that any shareholder or group of shareholders has the ability to call a special meeting by written request of shareholders owning 20% of the Company’s outstanding shares. Moreover, the elimination of Ethan Allen’s “dead hand” provision in its Certificate of Incorporation subsequent to Sandell’s public criticism of such provision removes an archaic entrenchment device that the Board can no longer hide behind.
Sandell was encouraged by the Company’s decision to ultimately replace two long-tenured Board members with two new Directors, Domenick Esposito and Tara Stacom, who Ethan Allen added to the Board subsequent to Sandell’s active engagement with the Company. Sandell intends to seek further, substantive discussions with these and other Board members in the near future in order to better understand their views regarding capital allocation and corporate governance. Furthermore, Sandell intends to maintain general contact with other interested shareholders and members of the broader investment community as part of its vigilant oversight of matters concerning 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.