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 13, 2019

 

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

ETH

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 13, 2019, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 26,586,945 shares of the Company’s common stock, $0.01 par value, eligible to vote at the Annual Meeting, 24,184,753 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 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:

 

 

 

           

Broker

Director Nominee

 

For

 

Against

 

Abstained

 

Non-Votes

M. Farooq Kathwari

 

22,481,773

 

844,488

 

6,716

 

851,776

James B. Carlson

 

22,800,377

 

522,359

 

10,241

 

851,776

John J. Dooner, Jr.

 

22,893,547

 

429,189

 

10,241

 

851,776

Domenick J. Esposito

 

22,848,263

 

469,247

 

15,467

 

851,776

Mary Garrett

 

23,242,166

 

79,423

 

11,388

 

851,776

James W. Schmotter

 

23,237,843

 

78,520

 

16,614

 

851,776

Tara I. Stacom

 

23,241,155

 

81,581

 

10,241

 

851,776

 

Proposal 2: Approve, through a non-binding advisory vote, the fiscal 2019 compensation awarded to the Company’s named executive officers. An advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement, was approved as follows:

 

     

 

 

 

Broker

For

 

Against

 

Abstained

 

Non-Votes

22,450,427

 

837,473

 

45,077

 

851,776

 

Proposal 3: Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year. The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020 was ratified by the following vote:

 

For

 

Against

 

Abstained

23,669,802

 

504,228

 

10,723

 

 

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 15, 2019

By:

/s/ Eric D. Koster

   

Eric D. Koster

Vice President, General Counsel & Secretary