Bergeron Shares Undisclosed Board Sanctions for Upcoming Shareholder Vote

November 2, 2026  by Karen Parrish in Business Strategy, Industry   

All three leading independent proxy advisory firms, Institutional Shareholder Services Inc., Glass, Lewis & Co. and Egan-Jones Proxy Services (“Egan-Jones”), have unanimously recommended removing Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable. Glass Lewis and Egan-Jones have gone further, recommending that shareholders vote “FOR” all five of Mr. Bergeron’s nominees and withhold votes from the entire incumbent Board. If shareholders replace only Mr. Kathwari and Mr. Sable, however, Cynthia Ekberg Tsai and the other incumbent directors would retain majority control. Ms. Tsai's record includes the following:

Alleged misconduct. In 2013, while serving as CEO of Viropro Inc. (“Viropro”), Ms. Tsai was sued over allegations that she abused her positions as CEO and director by diverting corporate resources to pay “extravagant personal expenses” and to benefit her affiliates, defrauded Viropro, and intentionally wasted corporate assets.1 Viropro shareholders removed her as a director in 2014, and she was subsequently terminated as President and CEO “for cause.”

Court sanctions. In 2015, the New York Supreme Court sanctioned Ms. Tsai, finding her “guilty of spoliation and civil contempt”2 for destroying evidence in “contumacious disregard for her preservation duties,”3 and stated that her “actions constituted gross negligence.”4 The Court also ordered that “Viropro was entitled to an adverse inference as to fraud and breach of fiduciary duty (i.e., the jury will be instructed that it should assume that the emails destroyed by Cynthia Tsai would have been adverse to her in showing commission of fraud and breach of fiduciary duty) and an award of Viropro's attorneys' fees and costs related to this spoliation motion.”5

Failure to disclose. Yet after Ms. Tsai joined the Board in 2021, she was made Chair of the Audit Committee and entrusted with oversight of the Company’s financial reporting for four years. She now chairs the Corporate Governance, Nominations and Sustainability Committee, which oversees the Company’s critical CEO succession process. In a demonstration of disregard for transparency and the interests of its shareholders, the Company never disclosed her history of allegations and sanctions.

Mr. Bergeron commented, “Shareholders deserve to know the full records of those overseeing the Company. The Board placed someone sanctioned by a court for destroying evidence in charge of the Audit Committee and never told shareholders. Replacing a minority of the Board will not change the status quo. If only two directors are replaced, the Board would remain controlled by the same directors who made those decisions. Ms. Tsai and fellow incumbent directors also entrenched Mr. Kathwari through his employment agreement and, after 15 consecutive quarters of year-over-year sales declines, are forcing shareholders to vote without seeing the Company’s latest financial results.

“Replacing a Board majority is a significant move. But after years of underperformance and governance failures, the greater risk is leaving the same directors in charge. We have assembled a first-class slate of director nominees, identified an exceptionally qualified CEO candidate in Stefanie Tsen Ward, and developed a clear first 100-day plan. We are ready to execute and be held accountable, but we need a Board majority and a clear mandate from shareholders to deliver real change.”

Shareholders with questions on how to vote their shares may visit www.EthanAllenGrowth.com/How-To-Vote. If you have already sent a proxy card furnished by Company management or the Board, you may revoke it by signing, dating and returning the WHITE card or voting instruction form. The latest dated proxy is the only one that counts. Any proxy may be revoked at any time before the Annual Meeting by delivering a written notice of revocation or a later dated proxy, or by voting electronically at the meeting. Written notice may be sent to DGB Investment in care of Okapi at the address below, or to the Company's Corporate Secretary.

Additional materials related to Mr. Bergeron’s campaign, including video interviews with his five director candidates, may be found at www.EthanAllenGrowth.com. Shareholders are encouraged to follow the campaign’s LinkedIn and X pages to stay informed in real time.