Ethan Allen Interiors Inc. (ETD)
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AGM 2019

Nov 13, 2019

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

Good morning, welcome to our fiscal 2019 annual meeting of our shareholders. I am pleased to be joined by all of our board of directors, Jim Schmotter, John Dooner, Mary Garrett, Jim Carlson, Tara Stacom, and Don Esposito. Also joining are a number of our team members, including one of our very good friends, independent retailers for at least plus 50 years, I would say, Phil Esposito. I'm glad to have you here, Phil. He's also a shareholder. We made major progress in positioning our business for continued growth in profitability and sales. All right. I just want to get these slides. All right. Here we go. Let me give a brief overview of our financial performance for fiscal year ended June 30, 2019.

Despite many external challenges in the retail industry and drop in sales to China by 48% in the fiscal year due to China imposing tariffs on our products, we were able to substantially maintain our sales and increase gross margin to 55.7% from 54.2%, and adjusted operating income by 10% to $55 million and our adjusted earnings per share increased by 15.6%. We paid out $47 million in cash dividends and ended with cash of $20.8 million and no debt. Our focus has been to operate our business with strong focus on quality, social responsibility at all levels, manage inventories and expenses, and continue to have strong earnings and cash flow. In last 10 years, despite impact of the Great Recession, we paid out $187 million in cash dividends, purchased $75 million of our stock.

Since taking the company public in 1993, we have paid back $485 million of debt, repurchased 42.5% of our stock of our outstanding shares for $601 million, invested $810 million in capital expenditures, and paid $462 million in cash dividends. We have taken many steps which have positioned us for growth. I mentioned that the retail environment, especially for home furnishings, has been challenging. Today it provides us a great opportunity due to the crisis facing the industries and many factors, including impact of globalization, commoditization, deflation, and technology, especially that of the internet. We are positioned well due to our continuous reinvention, entrepreneurial and motivated teams and our unique vertically structured from concept to final interaction with our clients to our strong marketing and our enterprise and a socially responsible manner.

As I mentioned, we are blessed with strong teams in this vertically integrated company from in retail, we have about 2,500 retail associates, including about 1,500 talented interior designers and long-serving experienced associates in marketing and about over 2,000 associates in our manufacturing, logistics, and operations. As I mentioned, we are unique in our industry and in most industries in our vertical integration from our retail to manufacturing, to logistics, to marketing. Also today, of course, technology is critical. Our retail division structure consists of having now we have created eight districts with 144 design centers operated by entrepreneurial management. Practically most of them have come from the ranks. Our independent retailer structure, we have about 158 design centers or 100 or so outside North America, in the United States, international. Our objective is to expand this network.

Our manufacturing structure is, again, we still, as I said, we produce about 75% of our products in our own North American manufacturing. In case goods, we have consolidated. Look, the fact is 30 years back, we had 30 manufacturing plants. Most of our industry, most of our competitors gave everything up. We decided to maintain manufacturing, consolidate it to the best areas, and we decided that for our wood products, we'll consolidate it into Vermont, where in Orleans, we have one plant. In Beecher Falls, we have a plant and a sawmill. In Old Fort, North Carolina, we have a woodworking operation, and then we also established a plant in Honduras. In upholstery, we consolidated our manufacturing to Maiden, North Carolina, and also to Silao, Mexico, because 10, 15 years back, most of the sewing had left the U.S., had gone into far to Southeast Asia.

We decided to control it, and we decided that Silao would be the best place for us to be able to operate ourselves, and that's what we did. Logistics are a very important part of our business. We deliver our products now, especially with our new membership program, at one cost all over North America. To do that, we have a strong logistics network. Our national logistics is in Dublin, Virginia, in Atoka, Oklahoma, in Pine Valley, North Carolina, and in Maiden, North Carolina. Optimization of manufacturing logistics is critical. We have been doing it all along. If not, we would really not have about 75% of our products made in our own workshops.

In upholstery, as I said, we have now focused on manufacturing in 2 major areas, Maiden, North Carolina, with 2 plants. In fact, we're just in the process of adding a new addition of over 80,000 sq ft to Maiden, North Carolina. Silao, we have 2 plants with about 572,000 sq ft. Case goods, again, we have continued to make sure that we position it well. We have in Vermont, close to 1 million sq ft or 1 million sq ft. In Old Fort, North Carolina, we have a woodworking operation and in Honduras, close to a quarter of a million sq ft. In addition to our manufacturing, we also have selected partners producing high-quality products. Most of these are in textile, accessories, and we use local artisans.

As I would mention later, we also make sure that each one of these partners maintains a strong social responsibility, otherwise, we don't do business with them. Our manufacturing today, technology is critical. We have invested in equipment. We have strong MRP systems, and this has enabled us to maintain manufacturing in North America. Logistics the same way. We are operating logistics throughout North America. Our products go from our manufacturing to our national distribution, and from there it goes to our retail service centers. The retail service centers are very important. They take the product, they open it up, they prep it, and then they deliver it to our clients in what you call a white glove service. We have 27 retail division service centers, and our independent retailers also operate 31 service centers.

This level of service is critical in our business and differentiates us. We've invested in trucks. We've invested in technology. We have invested. Because in our industry, the difference between running a good business and even being profitable is that we want the product to go there first class to a consumer's home. Our design center network has been critical. As you know, we have continued to reposition. Many of our design centers or stores were opened up in the 1950s and '60s. In the last 15, 20 years, a lot of change has taken place. We've had to relocate. 65% are new or relocated during the past 15 years. Recently, we have opened up new design centers, just recently in Albany, N.Y., again, a relocation in Ann Arbor, Michigan, and Cincinnati, Ohio.

Right now in the process, under construction, many design centers, including in Houston, Texas, in Lancaster, Pennsylvania, McLean, Virginia, Rancho Mirage, California, actually, they just opened up. Oxnard, which is a Los Angeles area of California, and Green Bay, Wisconsin. This process continues. We need to make sure that these design centers are positioned well in the right areas and again, as I will discuss, a lot of technology. Technology and personal service is critical. We have been combining technology and personal service. In fact, the question is asked today, how do you compete at retail? Today, at retail, unless you provide a great personal service combined with technology, the chances are you're not going to be in retail. As we have seen, there's been such a disruption. At least 100 major retailers and medium-sized retailers have gone out of business.

Today, without those two elements, it's hard to operate a business. Having touch screens and having all kinds of technology, which I will talk about, is important. Customer relationship management, the CRM, is very much important. Let me go back. In here, we're talking of driving awareness and delivering personalized experience, integrated Salesforce marketing system. We implemented it this year and in the process of getting information, which is extremely important. Also, our digital markets is important in terms of creating awareness, conversion, loyalty. This digital campaign reaches consumers in every part of the funnel. We are seeing some benefits, and as we go forward, again, a lot of focus in this area. Now, this one also in the last couple of years, augmented reality is tremendously important.

Over 3,000 of our products are today in 3D digital assets, all to scale, showing how Ethan Allen products look and fit in the home. This, again, is a tremendous tool for our interior designers. As I said, today about 600 of our interior designers are chatting online. Combining personal service and technology is becoming critical in our business. 3D room planner, designer tool to enhance customer experience. 2D to 3D. Again, a lot of progress, and we had a convention last week with about 500 of our design associates and our managers here, and they really were tremendously impressed with the progress that we have made, and still a lot more to be done. Now I want to talk about marketing. We have positioned ourselves quite well, but still we have a tremendous amount of opportunity to expand our reach and to increase our sales.

In the last 10, 12 years, the challenge has been deflation. We have been faced with deflation of 6%, 7% every year just to stay even. On top of it, the products coming from all over the world have been coming at prices that are relatively extremely low. Many of these companies, the newer companies, don't care if they make money. You know that. In fact, the financial markets, I'm sure some of those folks are listening, they are more interested in sales rather than profitability. They have a tremendous amount of negative impact on manufacturing, on retail. We are a known and a desired brand. We've been around for 77 or eight years. We have continued to have strong marketing, today we have now launched at our convention last week. We discussed about the launch of our membership launch program, very important.

We have refreshed our offerings, we have expanded our offerings, and we have also making our design centers be more relevant for today. The membership launch campaign is very important. As many of you know, about 10 years back, prior to the Great Recession, we offered our clients our everyday best price. That worked well for our clients and our teams, bringing more credibility and efficiency. Of course, the Great Recession came and people said, "No, we need sales." We started with a 10% sale, then went to 15%, then went to 20%, and sometimes 25%. Crazy. That takes you back. It takes away credibility and takes you really backward. We had to go through that period. This year we decided the time has come for us to go back to creating credibility.

We launched the membership launch campaign, and I will talk the various elements of it. It was launched actually last month in October with a visual for our design centers, with a print and a direct mail campaign, a digital campaign, a social media campaign, and we are in the process of launching outdoor. We launched a TV campaign. Lot of events, local events, social events, and a lot of focus on training and education. We launched it with, as I said, in October, we have a point of sale. This point of sale was sent to all our design centers introducing the Ethan Allen member program. We said we're going to create credibility by saying, "Okay, this is our best price." 20% savings from our everyday best price, free complimentary design service, free in-home delivery. That's very big. That's a major thing.

Hardly anybody is able to do it on a consistent basis. In the U.S., for those people who qualify, a special 24-month financing was launched last month. We launched it with a TV campaign. Now, here, let's go back.

Speaker 6

Introducing the Ethan Allen member program. Special member pricing, complimentary design service, free shipping, and exceptional white glove home delivery. Unparalleled value and service on your every purchase, every day, on every handcrafted piece of furniture. Designed to help you curate a beautiful American home. Backed by 88 years of American design and craftsmanship. Ethan Allen, we make the American home.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

All right. We launched it also with a direct mail, a 68-page direct mail, reaching 2.5 million households in October and November. Here we gave the message across why we are doing it. The question about credibility, question about the fact of the quality that we have and our services of design services. This has a tremendous opportunity, as we discussed last week with our 500 team members here, and they all embraced it because it increases their credibility. Can you imagine every month they've got to go back to the clients and say, "We don't know what's going to happen next month." It also creates efficiency, and I believe it's going to improve about at least 25% the efficiency in our network. I don't know anything else that can increase by 25% the efficiency of our design consultants. Efficiency in our operations, in our manufacturing.

That is tremendously important. Now we got to make it work. We talked about our design service. With 1,500 interior designers, we are the leading, and if not the largest interior design company. Our people take a lot of pride, and this membership program is great for their dignity, and that's always important. As I said, also, we got the message across in our direct mail about the handcrafted in our Vermont workshops, from forest to final coat. We have a sawmill. We go from sawmill, we go to the forests, and we go to making the products. Not many left in the United States who are doing what we are doing. In North Carolina, it's handcrafted and are made in North Carolina workshops. We have operations, as I said, also in Silao and also in Honduras. Premier in-home delivery is critical.

This is what differentiates us, and we have invested a great deal, and we'll continue to invest. To make sure that we get the message across and also our offerings today, as you can see, we have made a tremendous amount of change in the last three years, or less than three years, 70% of our offerings have been changed to reflect what we call classics with a modern perspective. That's what we're getting across. Craftsmanship, classics, but meeting today's lifestyles. That's what this gets across. We have strong programs in lighting and textiles, in rugs, and attention to detail is tremendously important. In terms of a launching of this program, we are continuing to launch it in many areas, and we just started launching in selected markets, in outdoor advertising. We also, for instance, this is what is it called?

I think a gypsy bus that goes from Manhattan to The Hamptons, so all those folks see. These are areas that we are looking at to get our message across. Outdoor is all areas. This actually happened to be our design center in downtown Chicago, and we had the opportunity when we negotiated to have the ability for that signage. That signage is talking about our membership, and we are using that across the country, selected markets, and you're going to see more of it. We go to November. November, again, we're getting the message across what a point of sale is. Letting people know that this, the offer that we have, is very, very strong. Now, in fact, last week, we had this at the convention. Our designers said, "What are we going to do for Black Friday?

It's coming up." Philip Fucito and others were here. I thought about it. I said, "We have an amazing program for Black Friday." Amazing program. We are going to give folks 20% savings from our everyday best price. We're going to give them complimentary design service. We're going to give them free delivery and those who qualify, 24-month interest financing. This is great. We just got to let people know. So launching from this week, we have our own Black Friday, but it's the program that we have currently available, and that's what we're going to get across the nation. Then we are looking at how do we create excitement. Our messages in the last few years, after the Great Recession was, to a great degree, promotional. What savings are we going to have? What sale are we going to have?

Today, we have said we have got everyday best price, now we got to excite them with innovation, with inspiration. We shared this, what I'm sharing with you here, with our network last week, they were excited with the work that our teams are doing in getting the message across of what Ethan Allen can do for them. This is just work in progress. You can see, in fact, this is a January direct mail. A few months back, we would not share what we're going to do the next month. Now I'm sharing what we're going to do in January because before, it was all focused on sales. Today, it is focused on the benefits what Ethan Allen can provide.

For instance, this magazine is going to have an eight-page insert which will talk about our commitment to quality, to North American manufacturing, to the member program. This is an eight-page insert. It talks about our work in social responsibility. We believe that doing what is right is tremendously important, and that is something that our designers are working with clients. We have a book called "Our Values," which I have encouraged them to give it to the clients. It's on our website, so they can see what we do, in terms of all these areas. Of course, our design service is critical, so it talks about we help make your house a home. Then premier in-home delivery. All these differences. That's where the focus is, not the fact we are 25% on sale. It's a big difference, and that's where the focus is going to be.

We've continued to refresh our offerings, as I said, we are known for classics, but today classics have to be with a modern perspective. We introduced also, last week, I'm just sharing with everybody, a number of product lines. This, we have named it Lucy. Lucy by Ethan Allen. It's somewhat of a modern classic product lines. Lucy is a good name, it just so happens Lucy was the younger sister of Ethan Allen. Lucy is a good millennial name, it was great to combine it. We introduced it. Very, very well received and we are going to start marketing it early next year. All of this is going to be made in our workshops. We also introduced, again, this is a working name. We are branding these product lines. This is called the Bespoke Shop.

It's a custom shop. Again, this happens to be most of this made in Vermont. That gives us a competitive advantage. We want to get across that what we can do here. These are custom tables, buffet, lots of options, colors, finishes. We can do that. Those who are here, please spend a few time because a lot of this product is all here that we showed last week, so you can take a look at it. Some of our merchants are here. They can take you around. We also are introducing and expanding our bedding program because mattresses are important, and we've always been in mattresses, but today we are going to brand it. Its working name is Soverlux, and you're going to see a lot of that being branded as we move forward in next year. Now, outdoor is an important business.

We are branding it again. It's Outdoor Estate by Ethan Allen. You're going to see a lot of advertising as we go forward in the branding. Those of you who are here, if you go to our design centers and our various rooms, you'll see some great products just introduced that will be coming into the market next year. We also looked at our design center. Those of you who are here, please go to the Danbury Design Center and you will see the clarity of defining the products. On one side is what we're calling it an innovation studio. This is a modern view of relaxed living. This is some products I would call classic, or more casual products with a modern perspective. Casual. We want to show that we have that opportunity. You're going to see that.

That is in our design centers. We are showing that in our advertising. The inspiration, this is more of the, you might say, in the olden days, we call it the formal. Today, this is classic product, but again, with a modern perspective. Our design centers are being developed, and this is all in the design centers. You will see it. Again, very well received by our teams. Social responsibility is critical. We've always strongly believed in it, and corporate responsibility at all levels is important. We have worked to reduce our carbon footprint, electricity usage, water usage, landfill, greenhouse gases, biomass, because we are a vertically integrated company, from a concept of ideas to manufacturing to logistics. We're involved in all of these things. Those who go to our website, you will see the progress that we have made.

For instance, when we went to Mexico about 12 years back, I asked our management over there, we purchased the plant, "What social responsibility were we following?" They said, "We follow the Mexican law." I said, "How about we follow similar to Vermont?" They were surprised. We did in terms of social responsibility, safety, environmental, and we have received tremendous recognition. Most importantly is we have received recognitions by our team members. They're loyal, they're hardworking, they take pride in what they do. That's the most important. We also, a few months back, were given by an important organization in Mexico that our plant there is a great place to work. We're really proud.

Similarly, we have received a lot of responses in Connecticut from the governor on the social responsibility and the work that we have done in Connecticut and of course, in North Carolina also. This is our Honduras plant. We operate medical services. We do that in Mexico also. We were designated for the last few years as the best medical facility in a plant, and we take a lot of pride in all those things. Those are the areas that we have been positioned. If you take a look at the progress that we have made, has been good, and our investors know about it. I mentioned earlier that our focus has been to make sure that we perform well financially while making sure we run the business the right way. We've invested over $800 million in capital expenditures.

We have been able to give $462 million in dividends. I also mentioned about $470 million we had debt. After we had purchased the company, we had to pay that back, which we did. Even in five years, we've continued to invest in dividends of $130 million. We have repurchased almost 42% of our company, almost 43%, for close to $600 million we invested in purchase. This is for our investor communities that today we've shared this. That is what happens in a business where we have vertically integrated. It works both ways. If we don't have business, we have cost structure across the board. If on the other hand, we increase our sales, it creates an operating leverage. We have a great operating leverage in terms of the opportunities we have of growing the business and the profitability.

The focus really is to do it the right way. With that, what I would do is this overview before we open for questions and comments. Eric, you want to say something, or we open for questions and comments now?

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Why don't we start the meeting now, and during the course of presenting this overview, we can have questions if anyone has any.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

You want to come up here?

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Yeah.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

Okay. Come on up.

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Thank you. Well, welcome, everybody. We welcome you to the 2019 annual meeting of stockholders. Please refer to the rules of conduct that you received when you arrived today. Your cooperation in observing these rules will be greatly appreciated. Observance of the rules will provide equal opportunity for all stockholders to participate. To highlight a few of the rules, number one, all questions and comments should be directed to the chairman. No stockholder may address the meeting until he or she is recognized by the chairman. Two, if you wish to ask a question or make a comment, please raise your hand and a microphone will be brought to you. When recognized, please stand, state your name, and state the fact that you are a shareholder. If you are acting as a proxy, please so state and name the stockholder you are representing.

Only stockholders of record at the close of business on September 16, 2019, or their duly appointed proxies are entitled to address the meeting and vote. Three, be as brief as possible. Questions and comments must be within a time limit of two minutes. The order of business for the business portion of the meeting today is that if there's anyone who has not submitted a proxy yet who's here and wishes to do so, please give it to the two inspectors of election, the two gentlemen sitting to my left on the far wall. No one has any, okay.

We will proceed then with the initial formal business of the meeting, after which, as Mr. Kathwari has explained, there will be an opportunity for you to ask any questions. As secretary of the meeting, I can report that notice of the meeting was duly given on or about October 1, 2019. The list of stockholders entitled to vote at this meeting has been available for examination by any stockholder at the company's offices in Danbury for the past 10 days and will remain open for inspection during the course of today's meeting. Pending confirmation upon tabulation of ballots and proxies, we are operating under the assumption that a quorum of shares is present today. The inspectors of election, the two gentlemen sitting over here, are Peter Descovich of IOE Services, Inc., and Christopher Hayden of Georgeson LLC.

Both have signed the judge's oath, that will be filed with the records of the meeting. Once the final votes are tallied, the inspectors of election will certify the final vote of the meeting. Before we begin with the three proposals to be submitted to a vote at today's meeting, I would like to note that ballots will not be distributed for any vote until the presentation of all proposals, stockholders will have an opportunity to comment on each proposal before the polls are closed. During the formal business of the meeting, we ask that you limit your questions and comments to the business at hand. After the formal business, there will be an opportunity to ask more questions of Mr. Kathwari or the other officers or directors who are here. The proposals to be voted on at this meeting are as follows.

Proposal number one, the election of directors. There will be seven directors of the company, and the board of directors has nominated M. Farooq Kathwari, James B. Carlson, John J. Dooner Jr., Domenick J. Esposito, Mary Garrett, James W. Schmotter, and Tara I. Stacom for election to the board of directors. There being no additional timely nominations, the foregoing nominees are the only individuals to be considered for election. The second proposal is to approve by a non-binding advisory vote the executive compensation of the company's named executive officers. The third proposal is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2020 fiscal year. Now, we are not aware of any other business to be conducted at this meeting. We've not received any communications from shareholders in accordance with our governance documents.

Before we proceed to vote on the above proposals, I would like to ask any stockholder if they are aware of any other formal business to come before the meeting today. Okay, thank you. Now that all proposals have been submitted for consideration, I would like to ask if any stockholder has any question they would like to ask or a comment they would like to make with regard to the proposals. If so, please raise your hand to be recognized. Sir.

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Thank you.

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Wait.

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Good morning. My name is Miguel Fuentes. I represent one of the Carpenters pension funds that holds shares in Ethan Allen Interiors. Collectively, the Carpenters pension funds have $60 billion in stock, and we hold 76,000 shares of your company common stock. As the election of directors takes place, I would first like to commend the board for its majority vote standard in uncontested elections and to acknowledge the quality of every individual board member and the board as a whole. Our pension funds monitor and engage hundreds of portfolio companies annually and raise governance and compensation issues. Here's one question that, quite frankly, we never had to ask. Why is the board of directors paid so little when the market pay average for directors are commonly higher? Can you address that for us?

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Well, I don't know that I'm the appropriate person to answer that.

James B. Carlson
Director, Ethan Allen Interiors

I will.

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Okay.

James B. Carlson
Director, Ethan Allen Interiors

My name is Jim Carlson, chair of the Compensation Committee. I wanted to pick up the gauntlet. Even Ryan can field all of these.

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

I know that.

James B. Carlson
Director, Ethan Allen Interiors

specific areas, but it is a unique question. I go to a lot of meetings also. Two years ago, when we held the compensation of our executives and recognized under our schemes that we were going to hold or reduce the compensation of some of our key people, our directors honestly thought it appropriate that we cut ourselves, that that was appropriate leadership, and that's what we did. Frankly, I don't think any of us thought the right thing was to jump back after doing that. You're right, it's unique.

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Thank you.

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Okay. Does that respond, Mr. Fuentes?

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Yes, it does. I appreciate that.

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Yes. Another question?

Jim Lor
Shareholder, Carpenter Union Pension Fund

Mr. Chairman, my name is Jim Lor. I represent the Carpenter Union Pension Fund as well. As long-term investors, our pension funds evaluate executive pay plans based in large measure on how they drive long-term corporate performance and the company's strategic business plan. One indicator of the focus of compensation plans is the portion of total compensation delivered in the form of long-term cash or equity compensation. With regards to both the Chief Executive Officer and all the named executive officers, less than half of the total compensation in the company's plan is delivered in the form of long-term compensation, with vesting or performance periods of three years or more. In the case of the named executive officers, only 16% of their total pay is long-term incentive pay. Could you or the chair of the compensation committee address this aspect of the plan? Thank you very much, Mr. Chairman.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

It's a good question. When you take a look at, for instance, my compensation, about, I think that my total compensation, more than 50%, 60% is non-cash. Now the test is very rigorous. Our compensation committee put it such that I've not been able for the last few years to get most of that compensation. The fact remains that our compensation opportunity is there. When you see the percentage, you can not completely get the picture because the opportunity is there, but the tests have been so hard and rigorous that we have not gained that. All we've done is received cash, and we have not been able to obtain all those other compensations.

Eric Koster
VP, General Counsel, and Secretary, Ethan Allen Interiors

Good. Are there any further questions or comments? Thank you. Okay. It is now, by my watch, 10:40. As the designee of the chairman, I declare that the polls are open for voting, and we will proceed to vote. Anyone who has already submitted a proxy need not vote by ballot at this time unless you wish to change your vote. I don't know if anyone here wishes to change his vote. If so, there are ballots available with the inspectors of election, and you may do so now. Okay. Okay. Now, because there are no ballots that have been cast at the meeting, the judges of election have already tabulated the vote based upon the proxies that have been received as of this morning, when the balloting closed.

If you'll give me a moment, I will go to the inspectors and get the results and be able to read them to you. Okay. The judges have reported to me that as of today's meeting, the 13th of November 2019, that the total outstanding shares are 26,586,945. Of those, 90.96% have voted. That's 24,184,753 shares. Each of the three proposals has passed, and the members of the board have been elected as follows: M. Farooq Kathwari, James Carlson, John Dooner Jr., Domenick J. Esposito, Mary Garrett, James W. Schmotter, Tara I. Stacom. Proposal 2, which was the non-binding advisory vote on executive compensation, has passed. Proposal number 3, ratifying KPMG LLP as the independent public accounting firm, has passed as well. The report of the electors of inspection will be filed with the minutes of the meeting.

That concludes the formal business to come before the meeting, and I would like to turn the meeting now back to Mr. Kathwari.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

Thank you, Eric. I want to also really thank our stockholders for the continued confidence. Eric did not see what I've seen this morning. It's really gratifying to see that between 96% and 99% of the stockholders voted favorably for these resolutions. We take it very seriously. We want to run this company right. We want to make sure we treat our people fairly. This question about compensation is a good one. It just so happens that my compensation, actually at least more than, I think, 70% is performance-based. As I said, the performance metrics were tough, and that's okay. Even though we performed well, we produced great earnings, great dividends. That's fine. In fact, a couple of years back, I myself on my own decided to give $2 million back to the company because I felt it was the right thing to do.

Our management, our leaders take their responsibilities very seriously, and we are blessed with tremendously great people. We are blessed with great board members who work hard. They are involved. They give input when it's needed, where it makes sense. We are really blessed. With that, any other questions or comments from anybody else? Yes, we have there, Sue. If you could also, again, please, again, kindly introduce yourselves.

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Again, Miguel Fuentes with the Carpenters pension funds. Mr. Chairman, a topic that's received growing interest in business press and some of the leading business schools is the growth in ownership interest held by mutual funds, particularly passive index funds. BlackRock, Vanguard, Dimensional Fund Advisors, each hold in excess of 5% of the company's outstanding shares, with a combined ownership interest of 32% of the position. Could you speak to your views of the growing concentration of institutional ownership and its impact on corporate governance and industry competitiveness? Basically, where was I? Oh, specifically, the increased concentration of the ownership of passive index funds, does it aggravate short-termism in the market or alternatively enable the company to take a long-term strategic position?

Secondly, records show that the Vanguard Group manages a significant portion of Ethan Allen's 401(k) program, which raises questions of whether investors should be considered with possible conflict of interest regarding these large passive investors. Thank you.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

Yes, again, good questions. Last week, we had our earnings release, and I mentioned that that release was my 101 consecutively quarterly earnings call, 101. I have been discussing and talking to investors and getting the message across. My message has been, I'm also an advisory member of the New York Stock Exchange. My focus has been internally and externally that short-termism has been a disaster for America. The focus on short-term at every level has been a problem. The focus on just increasing sales and not focusing on the quality of life of your team members, not focusing on cash, not investing in America is a problem. We have been able, and blessed, that despite we've had challenges, some folks in the past didn't agree with us, but substantially, the stockholders that we have agreed with the fact of our long-term presence.

In fact, also that many stockholders are also interested in a company that operates well and also provides reasonable and sensible dividends. I believe very strongly that our stockholders are supporting us. They take a look at what we do overall. There are many who want companies to perform well, to produce cash, and to give dividends. There are others who don't care. I would rather like the first batch of stockholders, and we are blessed with that. On the second question, I don't think so. You talk about any potential conflict of interest. Corey Whitely is our Chief Financial Officer. I would not think so because it's so minor, and they're so far away from those who manage the funds and those who invest. I don't see, I've never heard of any conflict. It's too small.

Miguel Fuentes
Shareholder, Carpenter Pension Fund

Thank you, Mr. Chairman. We appreciate you taking the time.

M. Farooq Kathwari
Chairman, President, and CEO, Ethan Allen Interiors

Thank you very much. Any other comments? If not, I again want to thank all of you here and thank all those who are participating online that we've had a good year. We've done good financially, but more importantly, we have positioned the company well. I am pleased that we have the opportunity to take advantage of it as we move forward and look forward to continued growth and continued strengthening of our teams, our people, our operations. Again, thank you very much for participating in this annual shareholders meeting.