ETHAN ALLEN INTERIORS INC — Proxy Solicitation & Information Statement 2015

Oct 14, 2015

DFAN14A 1 p15-2024dfan14a.htm ETHAN ALLEN INTERIORS INC.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
þ	Soliciting Material Under Rule 14a-12

Ethan Allen Interiors Inc.

(Name of Registrant as Specified In Its Charter)

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

Edward Glickman

Kathy Herbert

Richard Mansouri

Annelise Osborne

Ken Pilot

Alex Wolf

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Field: Page; Sequence: 1

Field: /Page

Payment of Filing Fee (check the appropriate box):

þ	No fee required.
¨	Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

1)	Title of each class of securities to which transaction applies:
2)	Aggregate number of securities to which transaction applies:

Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:
5)	Total fee paid:

¨ Fee paid previously with preliminary materials.

¨
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:
2)	Form, Schedule or Registration Statement No.:
3)	Filing Party:
4)	Date Filed:

Field: Page; Sequence: 2

Field: /Page

On October 14, 2015, Sandell Asset Management Corp. (“SAMC”) issued a press release announcing that it filed a preliminary proxy statement in connection with its campaign to elect its slate of nominees to the board of directors (the “Board”) of Ethan Allen Interiors Inc. (the “Company”). In the press release, SAMC provided a link to discussion materials regarding the Company’s poor revenue performance (the “October 14 Presentation”). Copies of the press release and the October 14 Presentation are filed herewith as Exhibits 1 and 2, respectively.