UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
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 |
| ☐ | Soliciting Material Under § 240.14a-12 |
MATTHEWS INTERNATIONAL CORPORATION
|
(Name of Registrant as Specified In Its Charter)
|
| |
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
BARINGTON COMPANIES INVESTORS, LLC
BARINGTON CAPITAL GROUP, L.P.
LNA CAPITAL CORP.
JAMES MITAROTONDA
ANA B. AMICARELLA
CHAN W. GALBATO
1 NBL EH, LLC
JOSEPH GROMEK
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED DECEMBER 19, 2024
BARINGTON COMPANIES EQUITY PARTNERS,
L.P.
___________________, 2024
Dear Fellow Matthews Shareholders:
Barington Companies Equity
Partners, L.P. and certain of its affiliates named herein (collectively, “Barington,” “we” or “our”),
are significant investors in Matthews International Corporation, a Pennsylvania corporation (“Matthews” or the “Company”),
which, together with the other participants in this solicitation, are the beneficial owners of 581,952 shares of Class A Common Stock,
$1.00 par value (the “Common Stock”), of the Company, representing approximately 1.9% of the outstanding shares of Common
Stock. We believe meaningful change to the composition of the Board of Directors of the Company (the “Board”) is necessary
to ensure that the Company is being run in a manner consistent with your best interests. Accordingly, we are seeking your support for
the election of our three (3) highly-qualified nominees as directors at the 2025 annual meeting of shareholders to be held on [______],
2025 at [_:__ [a/p].m.] Eastern Standard Time virtually at www.____________ (including any adjournments, postponements or continuations
thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”).
The Company has a classified
Board, which is currently divided into three (3) classes. The terms of three (3) directors expire at the Annual Meeting. Through the accompanying
Proxy Statement and enclosed GOLD universal proxy card, we are soliciting proxies to elect our three (3) nominees, Ana B. Amicarella,
Chan W. Galbato and James Mitarotonda (the “Barington Nominees”). Barington and the Company will each be using a universal
proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to
the Board. Shareholders will have the ability to vote for up to three (3) nominees on Barington’s enclosed GOLD universal
proxy card. Any shareholder who wishes to vote for any combination of our nominees and the Company’s nominees may do so on Barington’s
enclosed GOLD universal proxy card. There is no need to use the Company’s white universal proxy card or voting instruction
form, regardless of how you wish to vote. In any case, we urge shareholders to vote in favor of the Barington Nominees, who we believe
are the most qualified candidates to serve as directors in order to achieve a Board composition that we believe is in the best interest
of all shareholders.
We strongly believe that
shareholders will benefit from a meaningfully reconstituted Board that includes the addition of new directors with fresh perspectives,
extensive leadership experience, financial, corporate strategy and turnaround expertise, and a shared objective of enhancing long-term
value for the benefit of all Matthews shareholders. The individuals that we have nominated are highly qualified, significantly experienced
and ready to ensure that the interests of shareholders, the owners of Matthews, are appropriately represented in the boardroom.
We urge you to carefully consider
the information contained in the attached Proxy Statement and then support our efforts by signing, dating and returning the enclosed GOLD
universal proxy card today. The attached Proxy Statement and the enclosed GOLD universal proxy card are first being mailed to shareholders
on or about December ___, 2024.
If you have already voted for
the incumbent management slate, you have every right to change your vote by signing, dating, marking your vote and returning a later dated
GOLD universal proxy card or by voting virtually at the Annual Meeting.
If you have any questions or require
any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free number listed below.
Thank you for your support,
/s/ James Mitarotonda
James Mitarotonda
Barington Companies Equity Partners, L.P.
|
If you have any questions, require assistance in
voting your GOLD universal proxy card,
or need additional copies of Barington’s proxy
materials,
please contact:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Shareholders may call toll-free: (877) 285-5990
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
|
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED DECEMBER 19, 2024
ANNUAL MEETING OF SHAREHOLDERS
OF
MATTHEWS INTERNATIONAL CORPORATION
_________________________
PROXY STATEMENT
OF
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED
GOLD UNIVERSAL PROXY CARD TODAY
Barington Companies Equity Partners, L.P. (“BCEP”) and
certain of its affiliates (collectively, “Barington,” “we” or “our”), are significant investors in
Matthews International Corporation, a Pennsylvania corporation (“Matthews” or the “Company”), which, together
with the other participants in their solicitation, are the beneficial owners of 581,952 shares of Class A Common Stock, $1.00 par value
(the “Common Stock”), of the Company, representing approximately 1.9% of the outstanding shares of Common Stock. We strongly
believe that the Board must be meaningfully reconstituted with directors who have the perspectives, skills and expertise to help guide
the Company at this critical juncture and drive shareholder value. To that end, we have nominated three (3) highly qualified director
nominees, each of whom would bring substantial expertise and deep experience to the Board and was selected specifically for his or her
ability to work with the current Board to act on the significant value-creation opportunity we believe is present at Matthews today. Accordingly,
we are seeking your support at the 2025 annual meeting of shareholders of the Company scheduled to be held virtually via live webcast
at _____, on [______], 2025, at [_:__ [a/p].m.] Eastern Standard Time (including any and all adjournments, postponements, continuations
or reschedulings thereof, or any other meeting of shareholders held in lieu thereof, the “Annual Meeting”), for the following
items of business:
| 1. | To elect Barington’s three (3) director nominees, Ana B. Amicarella, Chan W. Galbato and James Mitarotonda (each, a “Barington Nominee” and together, the “Barington Nominees”), to for a term of three (3) years; |
| 2. | To vote on the Company’s proposal to ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025; |
| 3. | To vote on the Company’s proposal to provide an advisory (non-binding) vote on the executive compensation
of the Company’s named executive officers; and |
| 4. | To transact such other business as may properly come before the Annual Meeting. |
This Proxy Statement and
the enclosed GOLD universal proxy card are first being mailed to shareholders on or about December [__], 2024.
The Company has disclosed
that the Annual Meeting will take place in a virtual meeting format only. Shareholders will not be able to attend the Annual Meeting
in person. For further information on how to attend and vote virtually at the Annual Meeting and by proxy, please see the “Voting
and Proxy Procedures” and “Virtual Meetings” sections of this Proxy Statement.
The Company has a classified Board, which is currently divided into
three (3) classes. The terms of three (3) directors expire at the Annual Meeting. Through this Proxy Statement and enclosed GOLD
universal proxy card, we are soliciting proxies to elect the Barington Nominees. Barington and Matthews will each be using a universal
proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to
the Board. Shareholders will have the ability to vote for up to three (3) nominees on Barington’s enclosed GOLD universal
proxy card. Any shareholder who wishes to vote for three (3) Company nominees or a combination of the Barington Nominees may do so on
Barington’s GOLD universal proxy card. There is no need to use the Company’s white universal proxy card or voting instruction
form, regardless of how you wish to vote.
Your vote to elect the Barington
Nominees will have the legal effect of replacing three (3) incumbent directors. If elected, the Barington Nominees, subject to their fiduciary
duties as directors, will seek to work with the other members of the Board to evaluate all opportunities to enhance shareholder value.
However, the Barington Nominees will constitute a minority of the Board and there can be no guarantee that they will be able to implement
the actions that they believe are necessary to unlock shareholder value. There is no assurance that any of the Company’s nominees
will serve as directors if all or some of the Barington Nominees are elected. The names, backgrounds and qualifications of the Company’s
nominees, along with other information about them, can be found in the Company’s proxy statement.
Shareholders are permitted to
vote for fewer than three (3) nominees or for any combination (up to three (3) total) of the Barington Nominees and the Company’s
nominees on the enclosed GOLD universal proxy card. We recommend that shareholders do not vote for any of the Company’s nominees.
Among other potential consequences, voting for the Company’s nominees may result in the failure of one or all of the Barington Nominees
to be elected to the Board. Barington urges shareholders using our GOLD universal proxy card to vote “FOR” all
of the Barington Nominees.
IF YOU MARK FEWER THAN THREE
(3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, OUR GOLD UNIVERSAL PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED
ONLY AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO HOW YOU WISH ONLY TO VOTE YOUR SHARES, THE PROXIES NAMED THEREIN WILL VOTE
SUCH SHARES “FOR” THE THREE (3) BARINGTON NOMINEES.
IMPORTANTLY, IF YOU MARK MORE
THAN THREE (3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL
BE DEEMED INVALID.
The Company has set the close
of business on [________] as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the
“Record Date”). The address of the principal executive offices of the Company is Two Northshore Center, Pittsburgh, Pennsylvania
15212. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to
the Company, as of the Record Date, there were [_______] shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
As of the date hereof, the participants
in this solicitation collectively beneficially own an aggregate of 581,952 shares of Common Stock, and intend to vote all of such shares
FOR the election of the Barington Nominees, FOR the ratification of the appointment of Ernst & Young LLP as the independent
registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025, and AGAINST the
proposal to provide an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers, as described
herein.
We urge you to carefully consider
the information contained in this Proxy Statement and then support our efforts by signing, dating and returning the enclosed GOLD
universal proxy card today.
THIS SOLICITATION IS BEING MADE
BY BARINGTON AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE
ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH BARINGTON IS NOT AWARE OF A REASONABLE TIME
BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD UNIVERSAL PROXY
CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
BARINGTON URGES YOU TO PROMPTLY
SIGN, DATE AND RETURN THE GOLD UNIVERSAL PROXY CARD VOTING “FOR” THE ELECTION OF THE BARINGTON NOMINEES.
IF YOU HAVE ALREADY SENT A UNIVERSAL
PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS
PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD UNIVERSAL PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE
THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER
DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING VIRTUALLY AT THE ANNUAL MEETING.
Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting—This Proxy Statement and our GOLD universal proxy card are available at
www.__________.com
IMPORTANT
Your vote is important,
no matter how many shares of Common Stock you own. Barington urges you to sign, date and return the enclosed GOLD universal proxy card
today to vote FOR the election of the Barington Nominees and in accordance with Barington’s recommendations on the other proposals
on the agenda for the Annual Meeting.
| · | If your shares of Common Stock are registered in your own name, please sign and date the enclosed GOLD
universal proxy card and return it to Barington, c/o Okapi Partners LLC (“Okapi”), in the enclosed postage-paid envelope today.
Shareholders also have the following two options for authorizing a proxy to vote shares registered in their name: |
| o | Via the Internet at www.okapivote.com/MATW2025 at any time prior to 11:59 p.m. (Eastern Time) on the day
before the Annual Meeting, and follow the instructions provided on the GOLD universal proxy card; or |
| o | By telephone, by calling (866) 494-4435 at any time prior to 11:59 p.m. (Eastern Time) on the day before
the Annual Meeting, and follow the instructions provided on the GOLD universal proxy card. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial
owner of the shares of Common Stock, and these proxy materials, together with a GOLD voting instruction form, are being forwarded
to you by your broker or bank. As a beneficial owner, if you wish to vote, you must instruct your broker, trustee or other representative
how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions. |
| · | Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed GOLD voting instruction form for instructions on how to vote electronically. You may also
vote by signing, dating and returning the enclosed GOLD voting instruction form. |
| · | You may vote your shares virtually at the Annual Meeting. Even if you plan to attend the Annual Meeting
virtually, we recommend that you submit your GOLD universal proxy card by mail, internet or telephone by the applicable deadline
so that your vote will be counted if you later decide not to attend the Annual Meeting. |
As Barington is using a
“universal” proxy card, which includes the Barington Nominees as well as the Company’s nominees, there is no need to
use any other proxy card regardless of how you intend to vote.
We strongly urge you
NOT to sign or return any proxy cards or voting instruction forms that you may receive from the Company. If you return the Company’s
white universal proxy card or voting instruction form, it will revoke any proxy card or voting instruction form you may have sent to us
previously.
|
If you have any questions, require assistance in
voting your GOLD universal proxy card,
or need additional copies of Barington’s proxy
materials,
please contact:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Shareholders may call toll-free: (877) 285-5990
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
|
BACKGROUND TO THE SOLICITATION
The following is a chronology of material events
leading up to this proxy solicitation:
| · | In April 2022, BCEP began acquiring shares of Common Stock based on Barington’s belief that the
Company’s shares were significantly undervalued. |
| · | On August 9, 2022, September 21, 2022, and November 21, 2022, James Mitarotonda of Barington met with
representatives of Matthews, including CEO Joseph Bartolacci, CFO Steven Nicola, and William Wilson to discuss Barington’s analysis
of and perspectives on the Company, including Barington’s assessment of Matthews’ value potential, Barington’s perspectives
on Matthews’ long-term performance challenges, Barington’s concerns with the composition of the Board, and Barington’s
recommendations for value creation at the Company. |
| · | On December 2, 2022, Barington delivered a notice to the Company nominating three highly qualified individuals
for election to the Board at the Company’s 2023 annual meeting of shareholders. On December 20 and December 21, 2022, the nominees
participated in individual videoconferences with members of Matthews’ Governance and Sustainability Committee regarding their candidacies. |
| · | On December 13, 2022, Mr. Mitarotonda presented Barington’s analysis of and perspectives on the
Company, including Barington’s assessment of Matthews’ value potential, Barington’s perspectives on Matthews’
long-term performance challenges, and Barington’s concerns with the composition of the Board at the 2022 Bloomberg Activist Conference.
Mr. Mitarotonda also shared Barington’s recommendations for value creation at the Company, including recommending that Matthews
initiate a strategic review to simplify its business, deploy cash to reduce indebtedness, decrease corporate and non-operating expenses,
and refresh its Board. |
| · | Between December 7, 2022, and December 26, 2022, Mr. Mitarotonda and representatives of Matthews, including
Mr. Bartolacci, Mr. Nicola and EVP and GC Brian Walters, spoke eight times via videoconference regarding Barington’s recommendations
for value creation, Barington’s nominations to the Board, and entering into a potential consulting agreement. |
| · | On December 30, 2022, members of Barington and Matthews entered into an agreement (the “2022 Agreement”),
pursuant to which, among other things, Barington withdrew the nomination of its nominees for election to the Board at the Company’s
2023 annual meeting of shareholders, Matthews retained Barington Companies Management (as defined below) as a consultant to provide advisory
services to the Company, and the parties agreed to certain customary standstill and mutual non-disparagement obligations. |
| · | On May 10 and June 7, 2023, Mr. Mitarotonda reviewed second quarter fiscal 2023 results with representatives
of Matthews via videoconference. |
| · | On August 8, 2023, Mr. Mitarotonda reviewed third quarter fiscal 2023 results with representatives of
Matthews via videoconference. |
| · | On September 12, 2023, Mr. Mitarotonda and Mr. Bartolacci met via videoconference to discuss the performance
of the Company’s businesses, Barington’s recommendations for long-term value creation at the Company and Barington’s
upcoming presentation to the Board. |
| · | On September 26, 2023, Mr. Mitarotonda delivered a presentation to the Board recommending specific steps
for improving the Company’s operating and share price performance, including the development of its Memorialization business, the
divestiture of the SGK Brand Solutions business, and a strategic review of its Industrial Technology businesses. |
| · | On October 11, 2023, Mr. Mitarotonda, Mr. Bartolacci and Mr. Walters met via teleconference to discuss
Barington’s engagement with Matthews and the extension of the 2022 Agreement. Subsequently, on October 14, 2023, Barington and Matthews
extended the 2022 Agreement for an additional year. |
| · | On November 3, 2023, Mr. Mitarotonda and Mr. Bartolacci met via teleconference to discuss Matthews’
progress with respect to the implementation of Barington’s recommendations. |
| · | On November 20 and November 21, 2023, Mr. Mitarotonda reviewed fiscal 2023 results with representatives
of Matthews via videoconference. |
| · | On November 27, 2023, Mr. Mitarotonda shared with Mr. Bartolacci his in-depth and updated analysis of
the value of Matthews’ portfolio of businesses and the opportunity to create long-term shareholder value through divestitures. Mr.
Mitarotonda reiterated Barington’s recommendation that Matthews divest its SGK Brand Solutions business and conduct a review of
each of its Industrial Technology businesses. |
| · | On February 6, February 9 and April 1, 2024, Mr. Mitarotonda reviewed first quarter fiscal 2024 results
with representatives of Matthews via videoconference. |
| · | On April 18, 2024, Mr. Mitarotonda met via videoconference with Mr. Garicia-Tunon, Chairman of the Board,
and Mr. Walters. Mr. Mitarotonda expressed Barington’s dismay at the Company’s record of poor capital allocation, uneven execution,
and lagging share price performance. Mr. Mitarotonda shared Barington’s view that the Board should seek to replace Mr. Bartolacci
based on the Company’s extended period of poor performance under Mr. Bartolacci’s leadership. |
| · | On May 8 and May 9, 2024, Mr. Mitarotonda reviewed second quarter fiscal 2024 results with representatives
of Matthews via videoconference. |
| · | On August 2 and August 8, 2024, Mr. Mitarotonda reviewed first quarter fiscal 2024 results with representatives
of Matthews via videoconference. |
| · | On October 15, 2024, Mr. Mitarotonda, Mr. Bartolacci and Matthews’ representative, Mr. Alfredo Poretti,
Managing Director and Global Co-Head of Shareholder Engagement and M&A Capital Markets at J.P. Morgan, met to discuss Barington’s
engagement with Matthews. Barington expressed its dissatisfaction with the Company’s continued poor operating and share price performance,
the lack of progress with respect to the implementation of Barington’s recommendations and the low level of engagement with Barington.
Mr. Bartolacci proposed that Barington enter into a non-disclosure agreement. Mr. Mitarotonda subsequently declined to enter into a non-disclosure
agreement. |
| · | On October 18, 2024, Matthews sent a notice of non-renewal of the 2022 Agreement and on November 1, 2024,
the 2022 Agreement terminated pursuant to its terms. |
| · | On November 27, 2024, BCEP delivered notice to the Company of its nomination of the Barington Nominees
for election to the Board at the Annual Meeting. |
| · | On December 10, 2024, Barington issued an open letter to Matthews’ Chairman, Mr. Garcia-Tunon, reiterating
its dissatisfaction with Matthews’ operating and share price performance, outlining the need for divestitures, a reduction of expenses
and indebtedness, and calling for improvements to the composition of the Board and corporate governance by adding new, experienced directors
to the Board. The Company responded by stating, in our view, that it is comfortable with its record of shareholder value creation and
the status quo. |
| · | On December 19, 2024, Barington filed this preliminary proxy statement. |
REASONS FOR THE SOLICITATION
Barington is an investment
firm with a twenty-three year track record of working with underperforming companies to help design and implement measures to improve
their long-term financial and share price performance. As a frequent investor in industrial and multi-segment companies, we have actively
followed Matthews over the years and have had regular discussions with the Company for nearly three years.
We believe that the Company
has a vast value potential that is not being realized under its current leadership. It is our belief that Mr. Bartolacci has failed to
take full advantage of the tremendous opportunities for long-term value creation available to the Company. This is evidenced by the Company’s
prolonged and severe underperformance relative to its self-selected peers and the broader market, not just over the past one-, three-,
five- and ten-year periods, but over Mr. Bartolacci’s entire 18-year tenure as CEO. We believe the Company’s disappointing
share price performance is the result of poor capital allocation, uneven execution, and, ultimately, a lack of accountability to shareholders
in the boardroom. Given the Company’s extended and severe share price underperformance, we question whether the Board has the independence
and objectivity needed to effectively oversee management and hold them accountable. We do not have confidence that the Board, as currently
composed, will take the decisive action necessary to maximize opportunities for value creation.
We have attempted in good-faith
to work constructively with the Company to address these issues, but we believe that our efforts have been unproductive. In December 2022,
we entered into the 2022 Agreement to provide consulting and advisory services to Matthews, drawing on our successful experience at L
Brands, where we collaborated closely with its leadership team and board of directors to unlock significant shareholder value. Despite
Barington’s track record, it appears to us that the Company has not made meaningful progress on the initiatives we suggested. We
believe that the Company kept us at arms-length, as our interactions were largely limited to quarterly meetings to discuss recent results
and a single presentation to the Board. Given this limited collaboration, we are convinced that the Board must be meaningfully refreshed,
including by adding a shareholder representative, to help the Company realize its full value potential.
Therefore, we are soliciting
your support at the Annual Meeting to elect our three highly-qualified Barington Nominees, who we believe would bring to the Board significant
and relevant experience, fresh perspectives, renewed accountability to shareholders and importantly, the objectivity to make decisions
without the burden of attachment to past practices. We are also calling on the Company to declassify the Board to increase accountability
to shareholders by having all directors elected on an annual basis. After 18 years of underperformance, we believe Matthews’ shareholders
deserve far better than what the current Board has delivered.
We Are Very Disappointed with the Company’s
Prolonged Share Price Underperformance
The Company’s record
of long-term value creation for shareholders has been dismal under the protracted tenure of Mr. Bartolacci, who has served as the Company’s
President and Chief Executive Officer since 2006. As shown in the table below, the Company’s Common Stock (including dividends)
has significantly underperformed its self-selected peers and the market as a whole, not just over the past one-, three-, five- and ten-year
periods, but over Mr. Bartolacci’s entire 18-year tenure as CEO:
| | |
Cumulative
Total Return to Shareholders through 12/6/2024
(Percent change)
|
| | |
Matthews | |
Company Peer Group1 | |
S&P 500 Index | |
Russell 2000 Index |
| 1-Year | |
| (11.0 | ) | |
| 23.2 | | |
| 31.8 | | |
| 27.9 | |
| 3-Years | |
| (11.8 | ) | |
| 31.2 | | |
| 30.5 | | |
| 8.5 | |
| 5-Years | |
| (11.3 | ) | |
| 64.5 | | |
| 94.2 | | |
| 47.8 | |
| 10-Years | |
| (23.9 | ) | |
| 166.6 | | |
| 195.7 | | |
| 102.8 | |
| 18-Years (CEO Tenure) | |
| 8.9 | | |
| 629.3 | | |
| 357.5 | | |
| 235.1 | |
Source: S&P Capital IQ
We Believe the Company’s Track Record
of Capital Allocation and Execution is Extremely Poor
In our view, the
Company’s dismal share price performance reflects a consistent pattern of poor capital allocation decisions, including
unsuccessful acquisitions. It appears to us that the Company has invested solely to increase revenue, which expanded by 150.8%
during Mr. Bartolacci’s tenure, with little regard for return on capital invested, which declined by 8.9 percentage points
from 14.7% in fiscal 2007 to 5.9% in fiscal 2024.2
In aggregate, the Company has invested a whopping $1.8 billion during Mr. Bartolacci’s tenure, including $1.2 billion in
acquisitions and $625.2 million in capital expenditures. Notably, we estimate that more than half (approximately 53%) of these
investments have gone to the Company’s lower margin, declining SGK Brand Solutions segment and only 23% to its highest margin,
highest return Memorialization segment.3
The acquisition of Schawk,
Inc. (SGK Brand Solutions), a global packaging and brand experience business, is a prime example of poor capital allocation. Since being
acquired for $616.7 million in fiscal 2014, SGK Brand Solutions’ revenue has decreased by $262.3 million, or 32.8%, falling from
$798.4 million in fiscal 2015 to $536.6 million in fiscal 2024. Moreover, Matthews was required to write down its investment by a total
of $266.2 million, underscoring what we see as likely missteps associated with the acquisition and the operation of this business under
Mr. Bartolacci’s leadership. While the revenue of this business appears to have stabilized, we do not find a modest revenue increase
of $3.3 million (or 0.6%) in fiscal 2024 compared to fiscal 2023 a turnaround or a reason for the Company to declare victory.4
Similarly, we believe that
the Company’s investments in the Industrial Technologies segment during Mr. Bartolacci’s tenure – which includes more
established businesses such as Warehouse Automation and Product Identification, as well as its emerging Energy Storage (dry cell lithium-ion
battery manufacturing) business – have delivered little meaningful value for shareholders. Given the Company’s track record
to date, we do not support the Company pursuing additional bolt-on acquisitions for its Industrial Technologies segment at this time.
1 Company Peer Group performance is based on the market capitalization-weighted total shareholder return (including dividends) of the companies in the Company’s peer group as identified in its 2024 proxy statement which consists of Barnes Group Inc., Columbus McKinnon Corporation, Deluxe Corporation, Enpro Inc., Graco Inc., ICF International, Inc., Hillenbrand, Inc., John Wiley & Sons, Inc., Mativ Holdings, Inc., MSA Safety Incorporated, Minerals Technologies Inc., Moog Inc. , Service Corporation International, Standex International Corporation, TriMas Corporation, Woodward, Inc., but excluding Altra Industrial Motion Corp., Kaman Corporation, and Stagwell Inc. whose stock did not trade for the entire period from October 2, 2006 to December 6, 2024. (the “Peer Group”).
2 Return on invested capital (“ROIC”) is based on the Company’s
tax-effected EBIT divided by the average annual capital. We note that the Company’s use of EBITDA in place of tax-effected EBIT
to compute its annual ROIC for the purpose of compensation, does not reflect the Company’s actual annual interest and tax expense,
depreciation (the deferred cost of the Company’s actual capital expenditures), and amortization (the cost of the Company’s
acquisitions.). Company SEC filings.
3 Company SEC filings.
4 Company SEC filings.
We are also deeply concerned
about the Company’s investment in dry cell lithium-ion battery manufacturing equipment. Regardless of the merits of Matthews’
battery manufacturing technology, we believe that the Company’s ability to commercialize and scale this technology remains highly
uncertain. Matthews appears to have limited experience competing in the energy storage and lithium-ion battery market. It appears that
Tesla, Inc. (“Tesla”) is likely the Company’s only customer for this equipment today and ongoing litigation between
the parties raises serious questions about the future of this relationship.5
The EV battery industry is evolving rapidly, with new chemistries and manufacturing technologies continually emerging. Between 2021 and
2023, cumulative early-stage investment in battery innovation more than tripled to nearly $1.4 billion, with lithium technologies accounting
for only 60% of the total.6 Moreover, the
market is dominated by well-funded Chinese incumbents with significant excess capacity. China currently represents nearly 90% of global
installed cathode active material manufacturing capacity and over 97% of anode active material manufacturing capacity.7
We Believe Mr. Bartolacci Has Not Created
Value for Shareholders During His 18-year Tenure
We believe that Mr. Bartolacci
lacks the credibility and requisite experience to continue to lead Matthews, as evidenced by the Company’s poor share price performance
during his 18-year tenure as CEO. In our view, his record of capital allocation and operating execution has been particularly dismal.
In addition, we question
the sincerity and sufficiency of the Company’s recent announcements regarding its strategic review and expense reductions. These
initiatives appear reactive, and we question whether they were only undertaken in response to our growing frustration over the Company’s
lack of progress in addressing the issues we have identified. Unfortunately, Mr. Bartolacci’s has a long history of making lofty
commitments to shareholders without delivering meaningful results.8
In our view, the latest announcements are likely only another hollow attempt to prolong his already protracted tenure.
Moreover, Mr. Bartolacci’s
background and experience appear ill-suited for a diversified conglomerate like Matthews with extensive investments in technology-focused
businesses. A lawyer by training, Mr. Bartolacci spent more than half of his pre-CEO career in various legal roles, followed by six years
in leadership positions within the Company’s Memorialization segment and a single year as President and COO before ascending to
the CEO role. Notably, it appears he lacked meaningful experience in capital allocation or managing technology-driven, high-growth businesses
when he assumed leadership of the Company—a shortcoming that we believe continues to hinder Matthews’ ability to create long-term
shareholder value.
5
Telsa sued Matthews for allegedly stealing trade secrets related to Tesla's battery-manufacturing process and sharing them with
Tesla’s competitors. The lawsuit claims that Matthews owes damages that Tesla “conservatively estimates will exceed $1
billion” for misusing Tesla trade secrets. Tesla, Inc. v. Matthews International Corporation (5:24-cv-03615).
6 Source: Global EV Outlook 2024, the International Energy Agency.
7 Source: Global EV Outlook 2024, the International Energy Agency.
8 For example, in 2018, Mr. Bartolacci shared that “we are making
good progress on the execution of our growth strategy … within our SKG Brand Solutions segment, for the first time in a while,
our pipeline of wins and proposals is robust and growing” (Matthews, Q2 2018 earnings call, April 27, 2018). In 2020, Mr. Bartolacci
opined that “SGK … is expected to deliver nominalized results for the fourth quarter and positioned to deliver a strong recovery
into next year” (Matthews, Q3 2020 earnings call, July 31, 2020) and again in 2022 he announced that “with SGK, we’re
expecting growth” (Matthews Q4 2022 earnings call, November 18, 2022). Yet, revenue decreased by $262.3 million, or 32.8% between
fiscal 2015 and fiscal 2024. Similarly, nearly every year since 2017, Mr. Bartolacci has lauded the imminent launch of a new innovative
printing solution, telling investors in January of 2017 that “[w]e are approaching the launch of what we believe to be a significant
new product” (Matthews Q1 2017 earnings call, January 27, 2017) and frequently claiming “progress”. As of the date of
this letter, the product is still in beta testing and the Company is preparing for another delayed launch in “the latter half of
fiscal 2025” (Matthews Q4 2024 Earnings Call, November 22, 2022).
We Are Concerned with the Board’s
Effectiveness and Alignment with Shareholders
Lastly, given the dismal
share price performance of the Company over a long period of time, we strongly believe that meaningful changes to the composition
of the Board are urgently needed. Ultimately, the Board is responsible for holding management accountable, retaining Mr. Bartolacci as
CEO for an extended tenure and approving and overseeing the Company’s capital allocation strategy. While boards of directors at
other companies are increasingly holding leadership accountable, the Board at Matthews has seemingly chosen to look the other way for
far too long. Indeed, in our view, this Board is not holding itself accountable for the Company’s performance during its tenure.
We believe that the status
quo is not acceptable. To ensure that the Board is acting in the best interests of shareholders, we believe that the Board must promptly
be refreshed with experienced directors, committed to shareholder value creation. We have nominated three directors with the boardroom
skills and experience that we believe are needed to help create long-term value for shareholders. If elected, they are committed to working
diligently with the Board to implement our recommendations, subject to their fiduciary duties.
We Are Concerned with the Board’s
Entrenchment
In our view, the Board’s composition is overly entrenched and
long-tenured, in part due to its classified structure, and needs new, experienced directors. By the Annual Meeting, directors on the Board
will have an average tenure of approximately 11 years – four years longer than the average director tenure at Russell 3000 companies.
Alarmingly, by the Annual Meeting, eight of the Company’s 11 directors have been on the Board for 10 or more years, raising questions
about whether these directors are truly independent. We believe that shareholders should support directors with long tenures if they create
shareholder value. We do not support long-tenured directors who destroy shareholder value, and each of the Matthews directors has presided
over a declining share price during his or her tenure.
We believe that directors
should be elected annually, enabling shareholders to evaluate the performance of directors each year and use their vote to either support
the status quo or encourage change. We believe a well-functioning capital markets system requires companies to have governance structures,
such as a declassified board structure, that safeguard and support foundational rights for shareholders. To address these issues and enhance
accountability to shareholders, we strongly believe that the Company should take the necessary steps to declassify the Board and increase
accountability to shareholders. After 18 years of underperformance, we believe Matthews’ shareholders deserve far better than what
the current Board has delivered.
OUR THREE NOMINEES HAVE THE EXPERIENCE,
QUALIFICATIONS AND COMMITMENT NECESSARY TO FULLY EXPLORE AVAILABLE OPPORTUNITIES TO UNLOCK VALUE FOR SHAREHOLDERS
We have identified three highly-qualified
director nominees— Ana B. Amicarella, Chan W. Galbato, and James Mitarotonda—who possess significant business, financial,
and public company board experience, as evidenced by their biographies set forth in Proposal 1. We believe they will bring fresh perspective
into the Boardroom and will be valuable in assessing and ensuring the execution of the necessary initiatives to improve long-term value
at the Company. We believe Matthews’ continued underperformance at this critical juncture warrants the addition of new directors
whose interests are closely aligned with those of all shareholders, and who will work constructively with the other members of the Board
to protect shareholder interests.
If elected, the Barington
Nominees will work diligently to establish a culture of accountability and will fully and fairly evaluate all opportunities to maximize
shareholder value. As a long-term investor in Matthews, Barington’s interests are closely aligned with those of all shareholders,
and the Barington Nominees will relentlessly seek to deliver value to shareholders.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has a classified Board
which is currently divided into three (3) classes. The directors in each class are elected for staggered terms of three (3) years such
that the term of office of one (1) class of directors expires at each annual meeting of shareholders. We believe that the terms of three
(3) directors expire at the Annual Meeting. We are seeking your support at the Annual Meeting to elect the Barington Nominees, Ana B.
Amicarella, Chan W. Galbato and James Mitarotonda, to serve until their respective successors are elected and qualified for terms ending
at the 2028 annual meeting of shareholders (the “2028 Annual Meeting”).
Your vote to elect the Barington
Nominees will have the legal effect of replacing three (3) incumbent directors of the Company with the Barington Nominees. If elected,
the Barington Nominees will constitute a minority of the Board and there can be no guarantee that the Barington Nominees will be able
to implement any actions that they may believe are necessary to unlock shareholder value. However, we believe the election of the Barington
Nominees is a critical step in the right direction for enhancing long-term value at the Company.
There is no assurance that any
incumbent director will serve as a director if the Barington Nominees are elected to the Board. You should refer to the Company’s
proxy statement for the names, backgrounds, qualifications, and other information concerning the Company’s nominees.
This Proxy Statement is soliciting
proxies to elect our three (3) Barington Nominees. We have provided the required notice to the Company pursuant to the Universal Proxy
Rules, including Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intend
to solicit the holders of Common Stock representing at least 67% of the voting power of Common Stock entitled to vote on the election
of directors in support of director nominees other than the Company’s nominees.
THE BARINGTON NOMINEES
The following information sets
forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices or employments
for the past five (5) years of each of the Barington Nominees. The nominations were made in a timely manner and in compliance with the
applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that
led us to conclude that the Barington Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons
for the Solicitation” and below. This information has been furnished to us by the Barington Nominees. All of the Barington Nominees
are citizens of the United States of America, and Ms. Amicarella is also a citizen of Venezuela and Italy.
Ana B. Amicarella, age
58, has served as Chief Executive Officer of EthosEnergy, an independent service provider of rotating equipment services and solutions
to the global power, oil and gas and industrial markets, since 2019. Ms. Amicarella previously served as Managing Director for the Latin
America business, as well as Vice President of various business units of Aggreko PLC, a rental business of mobile power plants and temperature
control solutions, from 2011 to 2019. Ms. Amicarella began her career in various field service roles, as well as global operations and
leadership positions at GE Energy and Oil & Gas, provider of equipment, services, and technology solutions to the energy and oil &
gas industry, from 1988 to 2011. Ms. Amicarella has served on the board of directors of Forward Air Corporation (NASDAQ: FWRD), a transportation
and logistics company since 2017 and Warrior Met Coal, Inc. (NYSE: HCC), a coal mining company that produces and exports coal for the
global steel industry, since 2018. Ms. Amicarella received a B.S. in Electrical Engineering from The Ohio State University and an M.B.A.
from Oakland University.
We believe that Ms. Amicarella’s
extensive business management, financial expertise and public board experience, coupled with over 30 years’ experience in the energy
and power generation industry, would make her a valuable addition to the Board.
Chan W. Galbato, age 61, currently
serves as Chief Executive Officer of Cerberus Operations and Advisory Company, LLC (“Cerberus”), a wholly owned subsidiary
of Cerberus Capital Management, L.P. Prior to joining Cerberus in 2009, Mr. Galbato served as President and Chief Executive Officer of
the Controls Division of Invensys plc, a multinational engineering and information technology company, from 2005 to 2007, as well as President
of Professional Distribution and Services at The Home Depot (NYSE: HD), a home improvement retailer, from 2003 to 2005. Prior to that,
Mr. Galbato served as President and Chief Executive Officer of Armstrong Floor Products, a division of Armstrong World Industries, from
2001 to 2003, and as Chief Executive Officer of Choice Parts LLC, a joint venture auto parts locator and catalog business, from 2000 to
2001. Additionally, Mr. Galbato spent 14 years with General Electric Company (NYSE: GE), holding several operating and finance leadership
positions within their various industrial divisions, including Transportation Systems, Aircraft Engines, Medical Systems and Appliances,
as well as serving as President and Chief Executive Officer of Coregis Insurance Company, a GE Capital company, from 1998 to 2000. Mr.
Galbato served on various board of directors, including Co-Chairman of Albertsons Companies, Inc. (NYSE: ACI), a food and drug retailer,
from April 2021 to October 2024; FirstKey Homes, LLC, a property management company that specializes in single-family rental homes, from
September 2017 to May 2024; Blue Bird Corporation (NASDAQ: BLBD) (“Blue Bird”), a technology leader and innovator of school
buses, from February 2015 to May 2023; Staples Solutions B.V., a retail, contract, and online businesses company, from February 2017 to
January 2023; AutoWeb, Inc. (formerly, NASDAQ: AUTO), an automotive media and marketing services company, from January 2019 to May 2022;
KORE Group Holdings, Inc. (NYSE: KORE), a pioneer in delivering IoT solutions and services, from September 2021 to February 2022; Lead
Director of Delta Tucker Holdings, Inc. (formerly, DynCorp International Inc.), a manufacturer of aerospace and defense products, from
May 2014 to November 2020; Steward Health Care Systems LLC, a private, physician-led health care network, from February 2013 to May 2020;
and Chairman of Avon Products, Inc., (formerly, NYSE: AVP), a global manufacturer and marketer of beauty and related products, from March
2016 to January 2020. Prior to that, Mr. Galbato served as Lead Director of Brady Corporation (NYSE: BRC), a manufacturing company, from
2006 to 2013. Mr. Galbato has previously served on the board of directors of prior Cerberus investments, including Chairman of School
Bus Holdings Inc., an indirect parent company of Blue Bird, from 2009 to 2016; Chairman of YP Holdings LLC, provider of marketing solutions;
Chairman of North American Bus Industries, Inc., manufacturer of heavy-duty transit buses; Chairman of Guilford Mills, Inc., a company
that designs, manufactures, and markets a variety of fabrics for automotive and specialty use; New Avon, a beauty company; Tower International,
Inc., a manufacturer of automotive structural metal components; and Chairman of NewPage Group, Inc., producer of printing and specialty
papers. Mr. Galbato received an M.B.A. from the University of Chicago and a B.A. in Economics from the State University of New York.
We believe that Mr. Galbato’s
significant experience in multiple operational and strategic roles, as well as his extensive service on the boards of various public and
private companies, would make him a valuable addition to the Board.
James Mitarotonda, age
70, has served as Chairman, President and Chief Executive Officer of Barington Capital Group, L.P. (“Barington Capital Group”),
since 1991, and of Barington Companies Investors, LLC (“Barington Companies Investors”), the general partner of BCEP, an activist
investment fund, since 1999. Mr. Mitarotonda has also served on the board of directors of The Eastern Company (NASDAQ: EML), a manufacturer
of industrial hardware, security and metal products, since 2015, and as Chairman since 2016. Mr. Mitarotonda previously served on the
board of directors of Rambus, Inc. (NASDAQ: RMBS) (“Rambus”), a technology company that designs, develops, and licenses chip
interface technologies and architectures used in digital electronics products, from March 2021 to April 2022; Avon Products, Inc. (formerly,
NYSE: AVP), a global manufacturer and marketer of beauty and related products, from April 2018 to January 2020; and OMNOVA Solutions Inc.
(formerly, NYSE: OMN), a global provider of emulsion polymers and specialty chemicals, from 2015 to April 2020. Prior to this, Mr. Mitarotonda
served on the board of directors of A. Schulman Inc. (formerly, NASDAQ: SHLM), an international supplier of plastic compounds and resins,
from 2005 to 2018; Barington/Hilco Acquisition Corp. (formerly, NASDAQ: BHAC), a special purpose acquisition company, from 2015 to 2018,
as well as Chief Executive Officer, from February 2015 to May 2015, and as Chairman from 2015 to 2017; The Pep Boys – Manny, Moe
& Jack (formerly, NYSE: PBY), an automotive aftermarket service and retail chain, from 2006 to 2016, as well as Chairman from 2008
to 2009; Ebix, Inc. (NASDAQ: EBIX), a supplier of software and e-commerce services to the insurance, financial and healthcare industries,
from January 2015 to March 2015; The Jones Group Inc. (formerly, NYSE: JNY), a designer, marketer and wholesaler of branded clothing,
shoes and accessories, from 2013 to 2014; Griffon Corporation (NYSE: GFF), a diversified manufacturing company, from 2007 to 2012; Gerber
Scientific, Inc. (formerly, NYSE: GRB), an international supplier of automated manufacturing systems, from 2010 to 2011; and Ameron International
Corporation (formerly, NYSE: AMN), a multinational manufacturer of products and materials for the chemical, industrial, energy, transportation
and infrastructure markets, from March 2011 to October 2011. Additionally, Mr. Mitarotonda served as a consultant to this Company from
December 2022 to November 2024; advisor to Hanesbrands Inc. (NYSE: HBI), a multinational clothing company, from November 2023 to October
2024; consulting advisor to Rambus from April 2022 to April 2023; and special advisor to the board of directors of Bath & Body Works,
Inc. (formerly, L Brands, Inc., (NYSE: LTD)), a specialty retail company, from April 2019 to February 2022. Mr. Mitarotonda received a
B.A. in Economics from Queens College, and an M.B.A. from New York University’s Graduate School of Business Administration (now
known as the Stern School of Business).
We believe that Mr. Mitarotonda’s
knowledge of, and experience investing in, companies in a wide variety of industries, coupled with his financial, investment banking,
and corporate governance expertise and his extensive public board service, would make him a valuable addition to the Board.
The principal business address
of Ms. Amicarella is 3551 W Ridge Ln, Manvel, Texas 77578. The principal business address of Mr. Galbato is 168 West 86th Street, New
York, New York 10024. The principal business address of Mr. Mitarotonda is 888 Seventh Avenue, 6th Floor, New York, New York 10019.
As of the date hereof, Ms. Amicarella
and Mr. Galbato do not beneficially own any shares of Common Stock and have not entered into any transactions in the securities of the
Company during the past two years.
As of the date hereof, BCEP directly
beneficially owns 563,962 shares of Common Stock. Barington Companies Investors, as the general partner of BCEP, may be deemed to beneficially
own the 563,962 shares of Common Stock owned by BCEP. Barington Capital Group, as the majority member of Barington Companies Investors,
may be deemed to beneficially own the 563,962 shares of Common Stock owned by BCEP. LNA Capital, as the general partner of Barington
Capital Group, may be deemed to beneficially own the 563,962 shares of Common Stock owned by BCEP. Mr. Mitarotonda, as the sole shareholder
and director of LNA Capital, may be deemed to beneficially own the 563,962 shares of Common Stock owned by BCEP. Mr. Mitarotonda disclaims
beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. Mr. Mitarotonda has not
entered into any transactions in the securities of the Company during the past two years. For information regarding purchases and sales
of securities of the Company during the past two years by Barington and NBL, please see Schedule I.
Except as set forth below
with respect to Mr. Mitarotonda, we believe that each Barington Nominee presently is, and if elected as a director of the Company, each
of the Barington Nominees would be, an “independent director” within the meaning of (i) applicable NASDAQ listing standards
applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, we acknowledge
that no director of a NASDAQ listed company qualifies as “independent” under the NASDAQ listing standards unless the board
of directors affirmatively determines that such director is independent under such standards. Accordingly, we acknowledge that if any
Barington Nominee is elected, the determination of such Barington Nominees’ independence under the NASDAQ listing standards ultimately
rests with the judgment and discretion of the Board. No Barington Nominee is a member of the Company’s compensation, nominating
or audit committee that is not independent under any such committee’s applicable independence standards. As set forth below, Mr.
Mitarotonda had an indirect interest in the payments made by the Company to Barington Companies Management, LLC (“Barington Companies
Management”) pursuant to the 2022 Agreement and, as a result, may not be deemed to be an “independent director” within
the meaning of the applicable NASDAQ listing standards as of the date hereof.
On December 30, 2022, each
of BCEP, Barington Capital Group and Barington Companies Management entered into the 2022 Agreement with the Company, pursuant to which
the Company agreed to appoint Barington Companies Management as a consultant to the Company for the term of the 2022 Agreement. Pursuant
to the 2022 Agreement, the Company paid Barington Companies Management, at the end of each month during the term of the 2022 Agreement,
$19,167 for its consulting and advisory services relating to corporate governance and strategic matters, and also reimbursed Barington
Companies Management and certain of its affiliates $50,000 for their out-of-pocket fees and expenses incurred in connection with their
communication and meetings with representatives of the Board and the Company’s management. The 2022 Agreement terminated pursuant
to its terms on November 1, 2024.
Except as otherwise set forth
in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Barington Nominee has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) no Barington Nominee directly or indirectly beneficially owns
any securities of the Company; (iii) no Barington Nominee owns any securities of the Company which are owned of record but not beneficially;
(iv) no Barington Nominee has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price
or market value of the securities of the Company owned by any Barington Nominee is represented by funds borrowed or otherwise obtained
for the purpose of acquiring or holding such securities; (vi) no Barington Nominee nor any of his or her associates is, or within the
past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company,
including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Barington Nominee owns beneficially,
directly or indirectly, any securities of the Company; (viii) no Barington Nominee owns beneficially, directly or indirectly, any securities
of any parent or subsidiary of the Company; (ix) no Barington Nominee nor any of his or her affiliates, associates or immediate family
members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year,
or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $120,000; (x) no Barington Nominee nor any of his or her associates has
any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect
to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Barington Nominee nor any of
his or her associates has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on
at the Annual Meeting; (xii) no Barington Nominee holds any positions or offices with the Company; (xiii) no Barington Nominee has a family
relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer,
(xiv) no companies or organizations, with which any of the Barington Nominees has been employed in the past five years, is a parent, subsidiary
or other affiliate of the Company and (xv) there are no material proceedings to which any Barington Nominee or any of his or her associates
is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Except as disclosed herein, with respect to each of the Barington Nominees, (a) none of the events enumerated in Item 401(f)(1)-(8) of
Regulation S-K of the Exchange Act (“Regulation S-K”) occurred during the past 10 years, (b) there are no relationships involving
any Barington Nominee or any of such Barington Nominee’s associates that would have required disclosure under Item 407(e)(4) of
Regulation S-K had such Barington Nominee been a director of the Company, and (c) none of the Barington Nominees nor any of their associates
has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension
value or nonqualified deferred compensation earnings or any other compensation from the Company during the Company’s last completed
fiscal year, or was subject to any other compensation arrangement described in Item 402 of Regulation S-K.
Other than as set forth in this
Proxy Statement, there are no agreements, arrangements or understandings between or among Barington and the Barington Nominees or any
other person or persons pursuant to which the nominations described herein are to be made, other than the consent by each of the Barington
Nominees to be named as a nominee of Barington in any proxy statement relating to the Annual Meeting and serving as a director of the
Company if elected. None of the Barington Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries in any material pending legal proceeding.
We do not expect that any
of the Barington Nominees will be unable to stand for election, but, in the event any Barington Nominee is unable to serve or for good
cause will not serve, the shares of Common Stock represented by the enclosed GOLD universal proxy card will be voted for substitute
nominee(s), to the extent this is not prohibited under the Company’s Amended and Restated By-Laws (the “Bylaws”) or
applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the
Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Barington Nominee,
to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such
substitute nominee(s) in accordance with the Bylaws and the shares of Common Stock represented by the enclosed GOLD universal proxy
card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent that is not prohibited
under Matthews’ organizational documents and applicable law, if the Company increases the size of the Board above its existing size.
Barington and Matthews will each be using a universal proxy card for
voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to the Board. Shareholders
will have the ability to vote for up to three (3) nominees on Barington’s enclosed GOLD universal proxy card. Any shareholder
who wishes to vote for any combination of the Company’s nominees and the Barington Nominees may do so on Barington’s enclosed
GOLD universal proxy card. There is no need to use the Company’s white proxy card or voting instruction form, regardless
of how you wish to vote.
Shareholders are permitted to
vote for fewer than three (3) nominees or for any combination (up to three (3) total) of the Barington Nominees and the Company’s
nominees on the GOLD universal proxy card. There is no need to use the Company’s white universal proxy card or voting
instruction form, regardless of how you wish to vote. However, Barington urges shareholders to vote using our GOLD universal
proxy card “FOR” all of the Barington Nominees.
IF YOU MARK FEWER THAN THREE
(3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, OUR GOLD UNIVERSAL PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED
ONLY AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO HOW YOU WISH TO VOTE YOUR SHARES, THE PROXIES NAMED THEREIN WILL VOTE SUCH
SHARES “FOR” THE THREE (3) BARINGTON NOMINEES.
IMPORTANTLY, IF YOU MARK MORE
THAN THREE (3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL
BE DEEMED INVALID.
WE STRONGLY URGE YOU TO VOTE “FOR”
THE ELECTION OF THE BARINGTON NOMINEES ON THE ENCLOSED GOLD UNIVERSAL PROXY CARD.
PROPOSAL 2
SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
As discussed in further detail
in the Company’s proxy statement, the Audit Committee of the Board has appointed Ernst & Young LLP as the independent registered
public accounting firm to audit the records of the Company for the year ending September 30, 2025. According to the Company’s proxy
statement, the Audit Committee of the Board has determined that it would be desirable as a matter of good corporate practice to request
an expression of opinion from the shareholders on the appointment. If the shareholders do not ratify the selection of Ernst & Young
LLP, the selection of an alternative independent registered public accounting firm will be considered by the Audit Committee of the Board;
provided, however, even if the shareholders do ratify the selection of Ernst & Young LLP, the Audit Committee of the Board reserves
the right, at any time, to re-designate and retain a different independent registered public accounting firm to audit the records of the
Company for the year ending September 30, 2025.
According to the Company’s
proxy statement, ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares cast
at the meeting and entitled to vote, a quorum being present. Abstentions and broker non-votes will have the effect of a vote cast “against”
the proposal.
WE MAKE NO RECOMMENDATION WITH RESPECT TO THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INTEND TO VOTE OUR
SHARES “FOR” THIS PROPOSAL.
PROPOSAL 3
ADVISORY (NON-BINDING) VOTE ON THE EXECUTIVE COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
As discussed in further
detail in the Company’s proxy statement, as required by the Exchange Act, the Company is presenting the below proposal, which
gives shareholders the opportunity to endorse or not endorse the Company’s pay program for its named executive officers by
voting for or against the resolution set forth below. Accordingly, the Board is asking shareholders to approve the following
resolution:
“RESOLVED, that the shareholders
approve (on a non-binding basis) the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion
and Analysis, the compensation tables, and the related disclosure contained in the Proxy Statement set forth under the caption ‘Executive
Compensation and Retirement Benefits.’”
As disclosed in the Company’s
proxy statement, because the vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee
of the Board will review the voting results and take into account the outcome when considering future executive compensation arrangements.
According to the Company’s proxy statement, the affirmative vote of at least a majority of the shares cast at the Annual Meeting
and entitled to vote, a quorum being present, is required for the approval of this proposal. Abstentions and broker non-votes will have
the effect of a vote cast “against” the proposal.
We recommend shareholders
vote against approving (on a non-binding basis) the executive compensation of the Company’s named executive officers. We believe
the Company’s executive compensation is not adequately aligned with the interest of its shareholders and does not reflect the Company’s
“pay-for-performance philosophy.” The Company has set sequentially lower operating cash flow performance targets for compensation
between 2020 and 2023. The corporate operating cash flow performance target was $226.1 million for fiscal 2020, when it was introduced,
and was $150.0 million for fiscal 2023, a reduction of 33.7%. The Company has raised the corporate net income performance target for compensation
at an average annual rate of only 1.2% between 2011 and 2023, despite spending $1.8 billion on acquisitions and capital expenditures over
this period. Furthermore, we believe that the Company’s selected peers for the purpose of executive compensation inflate the Company’s
overall compensation levels. The companies in the Peer Group for the purpose of benchmarking Matthews’ compensation are significantly
larger than the Company. The median market capitalization and enterprise value of the Company Peer Group is 170% larger and 100% larger,
respectively, than the Company’s market capitalization and enterprise value.9
WE RECOMMEND SHAREHOLDERS VOTE “AGAINST”
THE COMPANY’S ADVISORY VOTE ON EXECUTIVE COMPENSATION AND INTEND TO VOTE OUR SHARES “AGAINST” THIS PROPOSAL.
9 Company Peer Group as defined in footnote 1. Company SEC filings.
VOTING AND PROXY PROCEDURES
Only shareholders of record
on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Shareholders who sell their shares of Common Stock
before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares. Shareholders of record
on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares after the Record
Date. Based on publicly available information, Barington believes that the only outstanding class of securities of the Company entitled
to vote at the Annual Meeting is the Common Stock.
Shares of Common Stock represented
by properly executed GOLD universal proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Barington Nominees, FOR the ratification of the appointment of Ernst & Young LLP
as the independent registered public accounting firm, AGAINST the proposal to approve, on an advisory basis, the compensation of
the Company’s named executive officers, and in the discretion of the persons named as proxies on all other matters as may properly
come before the Annual Meeting, as described herein.
According to the Company’s
proxy statement, the current Board intends to nominate three directors for election at the Annual Meeting. Barington and Matthews will
each be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all
nominees for election to the Board. Shareholders will have the ability to vote for up to three (3) nominees on Barington’s enclosed
GOLD universal proxy card. Any shareholder who wishes to vote for any combination of the Company’s nominees and the Barington
Nominees may do so on Barington’s GOLD universal proxy card. There is no need to use the Company’s white universal
proxy card or voting instruction form, regardless of how you wish to vote.
Shareholders are permitted
to vote for fewer than three (3) nominees or for any combination (up to three (3) total) of the Barington Nominees and the Company’s
nominees on the GOLD universal proxy card.
We believe that voting
on the GOLD universal proxy card provides the best opportunity for shareholders to elect all of the Barington Nominees. Barington
therefore urges shareholders to use our GOLD universal proxy card to vote “FOR” the three (3) Barington Nominees.
IMPORTANTLY, IF YOU
MARK MORE THAN THREE (3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS
WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN THREE (3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, THIS PROXY
CARD, WHEN DULY EXECUTED, WILL BE VOTED “FOR” THOSE NOMINEES YOU HAVE SO MARKED AND DEFAULT TO A “WITHHOLD” VOTE
WITH RESPECT TO ANY NOMINEE LEFT UNMARKED.
VIRTUAL MEETING
The Company has disclosed
that the Annual Meeting will take place in a virtual meeting format only. Shareholders will not be able to attend the Annual Meeting in
person.
According to the Company’s
proxy statement, the process for attending the Annual Meeting depends on how your Common Stock is held. Generally, you may hold Common
Stock in your name as a “record holder” or in an account with a bank, broker, or other nominee (i.e., in “street
name”).
If you are a record shareholder
(i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting
virtually on the Internet. Record shareholders should follow the instructions provided in their proxy materials.
If you hold your shares
in “street name,” you must register in advance to attend and vote at the virtual Annual Meeting webcast. If you hold your
shares in “street name” and do not register, you may still listen to the Annual Meeting webcast by visiting [_______], but
you will not be able to participate or vote in the meeting. To register, you must obtain a “legal proxy” from the bank, broker
or other nominee of your shares and submit the legal proxy to Computershare in order to be entitled to vote those shares electronically.
Please note that obtaining a legal proxy may take several days. Requests must be received no later than [_______] on [_______]. You will
receive a confirmation of your registration by email. Requests must include your legal proxy (an image of the legal proxy or a forward
of the email from your broker including the legal proxy are acceptable) and be sent by email to [_______] with the subject “Legal
Proxy” or by mail to Computershare, Matthews International Corporation Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. If
you wish to observe the Annual Meeting without being able to vote or submit questions, you may do so by visiting the above website and
using your name and email address.
Whether or not you plan
to attend the Annual Meeting, we urge you to sign, date and return the enclosed GOLD universal proxy card in the postage-paid envelope
provided, or vote via the Internet or telephone as instructed on the GOLD universal proxy card. Additional information and Barington’s
proxy materials can also be found at www._______.com. If you have any difficulty following the registration process, please email our
proxy solicitor at info@okapipartners.com.
VOTING
Shareholder of Record
If you are a shareholder
of record, you may vote at the Annual Meeting. To vote online during the annual meeting, visit [__________]. You will need the 15-digit
control number that is printed on your GOLD universal proxy card to vote online at the Annual Meeting. You may also vote by completing,
signing and dating the GOLD universal proxy card or by proxy via the internet or telephone. To vote online before the Annual Meeting,
go to www.______.com and transmit your voting instructions up until 11:59 p.m. Eastern Standard Time on [______], 2025.
Beneficial Owner
According to the Company’s
proxy statement, if you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should receive
a proxy card and voting instructions from that organization. Simply complete and mail the proxy card to ensure that your vote is submitted
to your broker or bank. Alternatively, you may vote over the internet as instructed by your broker or bank. According to the Company’s
proxy statement, to vote in real time at the Annual Meeting, you must obtain a valid legal proxy from your broker, bank or other agent.
Follow the instructions from your broker or bank or contact your broker or bank to request a proxy form.
Whether or not you plan to attend
the Annual Meeting, we urge you to sign, date and return the enclosed GOLD universal proxy card in the postage-paid envelope provided,
or vote via the internet as instructed on the GOLD universal proxy card.
QUORUM; BROKER NON-VOTES; DISCRETIONARY
VOTING
A quorum is the minimum number
of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business
at the meeting. According to the Company’s proxy statement, the presence in person or by proxy of the majority of the voting power
of the Common Stock will constitute a quorum for the transaction of business at the Annual Meeting. At the close of business on the Record
Date, there were [__] shares outstanding and entitled to vote.
Abstentions and shares represented
by “broker non-votes” will be counted for the purposes of determining a quorum. In addition, if you hold your shares in street
name and do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted on any proposal on which
your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will
not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals.
If you are a beneficial
owner, your broker will vote your shares pursuant to your instructions, and those shares will count in the determination of a quorum.
A “broker non-vote” occurs when a broker holding shares for a beneficial owner has discretionary authority to vote on “routine”
matters brought before a shareholder meeting, but the beneficial owner of the shares fails to provide the broker with specific instructions
on how to vote on any “non-routine” matters brought to a vote at the shareholder meeting. Under the rules governing brokers’
discretionary authority, if a shareholder receives proxy materials from or on behalf of both Barington and the Company, then brokers holding
shares in such shareholder’s account will not be permitted to exercise discretionary authority regarding any of the proposals to
be voted on at the Annual Meeting, whether “routine” or not. As a result, there would be no broker non-votes by such brokers.
In such case, if you do not submit any voting instructions to your broker, then your shares will not be counted in determining the outcome
of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists. However,
if you receive proxy materials only from the Company, then brokers will be entitled to vote your shares on “routine” matters
without instructions from you. The only proposal that would be considered “routine” in such event is Proposal 2 (ratification
of the Company’s independent registered public accounting firm). A broker will not be entitled to vote your shares on any “non-routine”
matters, absent instructions from you. We urge you to instruct your broker about how you wish your shares to be voted.
VOTES REQUIRED FOR APPROVAL
Election of Directors –
According to the Company’s proxy statement, each of the directors to be elected at the Annual Meeting will be elected based on the
plurality of the votes cast. Accordingly, the three (3) director nominees receiving the highest number of “FOR” votes will
be elected as directors. Shareholders may not cumulate votes for the election of directors. Withhold votes, abstentions and any broker
non-votes will be counted for purposes of determining if there is a quorum at the Annual Meeting but will not be counted as votes cast
with respect to, and will have no effect on the outcome of, this proposal beyond resulting in the applicable nominee(s) receiving fewer
affirmative votes cast for such nominee(s)’ election.
Ratification of Independent
Registered Public Accounting Firm ─ According to the Company’s proxy statement, the affirmative vote of the holders of
a majority of the shares cast at the meeting and entitled to vote, a quorum being present, is required to ratify the appointment of Ernst
& Young LLP as the Company’s independent registered public accounting firm. Abstentions will have the effect of a vote cast
“against” the proposal.
Advisory Resolution to
Approve Executive Compensation ─ According to the Company’s proxy statement, approval of the compensation paid
to the Company’s named executive officers will be approved (on a non-binding basis) if the proposal receives the affirmative vote
of at least a majority of the shares cast at the meeting and entitled to vote, a quorum being present. Abstentions and broker non-votes
will have the effect of a vote cast “against” the proposal.
REVOCATION OF PROXIES
Shareholders of the Company may
revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting virtually (although, attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered
either to Barington in care of Okapi at the address set forth on the back cover of this Proxy Statement or to the Company, Attn: Corporate
Secretary at Two Northshore Center, Pittsburgh, Pennsylvania 15212 or any other address provided by the Company. Although a revocation
is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Barington
in care of Okapi at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can
more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the shares
entitled to be voted at the Annual Meeting. Additionally, Okapi may use this information to contact shareholders who have revoked their
proxies in order to solicit later dated proxies for the election of the Barington Nominees.
IF YOU WISH TO VOTE FOR
THE ELECTION OF THE BARINGTON NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD UNIVERSAL PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies
pursuant to this Proxy Statement is being made by Barington. Proxies may be solicited by mail, facsimile, telephone, Internet, in person
and by advertisements.
Barington has entered into
an agreement with Okapi for solicitation and advisory services in connection with this solicitation, for which Okapi will receive a fee
not to exceed $140,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain
liabilities and expenses, including certain liabilities under the federal securities laws. Barington will solicit proxies from individuals,
brokers, banks, bank nominees and other institutional holders. Barington has requested banks, brokerage houses and other custodians, nominees
and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Barington
will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. In addition, directors, officers, members
and certain other employees of Barington may solicit proxies as part of their duties in the normal course of their employment without
any additional compensation. The Barington Nominees may make solicitations of proxies but, except as described herein, will not receive
compensation for acting as director nominees. It is anticipated that Okapi will employ approximately [__] persons to solicit shareholders
for the Annual Meeting.
The entire expense of soliciting
proxies is being borne by Barington. Costs of this solicitation of proxies are currently estimated to be approximately $[______] (including,
but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Barington estimates
that through the date hereof its expenses in connection with this solicitation are approximately $[______]. To the extent legally permissible,
if Barington is successful in its proxy solicitation, Barington intends to seek reimbursement from the Company for the expenses it incurs
in connection with this solicitation. Barington does not intend to submit the question of such reimbursement to a vote of security holders
of the Company.
ADDITIONAL PARTICIPANT INFORMATION
BCEP, Barington Companies
Investors, Barington Capital Group, LNA Capital, James Mitarotonda, 1 NBL EH, LLC (“NBL”), Joseph Gromek, and the other Barington
Nominees may be deemed to be participants in this solicitation under applicable SEC rules and regulations (each a “Participant”
and collectively, the “Participants”).
The principal business
address of BCEP, Barington Companies Investors, Barington Capital Group, LNA Capital and Mr. Mitarotonda is 888 Seventh Avenue, 6th Floor,
New York, New York 10019. The principal business address of NBL and Mr. Gromek is 1 North Bay Lane, East Hampton, New York 11937. The
principal business address of Ms. Amicarella is 3551 W Ridge Ln, Manvel, Texas 77578. The principal business address of Mr. Galbato is
168 West 86th Street, New York, New York 10024.
The principal business of each
of BCEP and Barington Capital Group is acquiring, holding, and disposing of investments in various companies. The principal business of
Barington Companies Investors is serving as the general partner of BCEP and as an investment advisor to certain other parties or accounts.
Barington Capital Group also serves as the majority member of Barington Companies Investors. The principal business of LNA Capital is
serving as the general partner of Barington Capital Group. Mr. Mitarotonda’s principal business is serving as the Chairman, Chief
Executive Officer and President of each of Barington Companies Investors and Barington Capital Group, and the sole shareholder, director
and officer LNA Capital. The principal business of NBL and Mr. Gromek is investing in securities.
Each of BCEP and Barington Capital
Group is a Delaware limited partnership. Barington Companies Investors is a Delaware limited liability company. LNA Capital is a Delaware
corporation. NBL is a New York limited liability company. Mr. Gromek and each of the Barington Nominees is a citizen of the United States
of America, and Ms. Amicarella is also a citizen of Venezuela and Italy.
As of the date hereof, BCEP directly
beneficially owns 563,962 shares of Common Stock. Barington Companies Investors, as the general partner of BCEP, may be deemed to beneficially
own the 563,962 shares of Common Stock owned by BCEP. Barington Capital Group, as the majority member of Barington Companies Investors,
may be deemed to beneficially own the 563,962 shares of Common Stock owned by BCEP. LNA Capital, as the general partner of Barington Capital
Group, may be deemed to beneficially own the 563,962 shares of Common Stock owned by BCEP. Mr. Mitarotonda, as the sole shareholder and
director of LNA Capital, may be deemed to beneficially own the 563,962 shares of Common Stock owned by BCEP. As of the date hereof, NBL
directly beneficially owns 17,990 shares of Common Stock. Mr. Gromek, as the managing member of NBL, may be deemed to beneficially own
the 17,990 shares of Common Stock owned by NBL. As of the date hereof, Ms. Amicarella and Mr. Galbato do not beneficially own any shares
of Common Stock.
The shares of Common Stock purchased
by Barington and NBL were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business).
Except as otherwise set forth
in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities
of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant
has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the
securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings
with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
(vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant
owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his,
her or its associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning
of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any
of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company
or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi)
no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the
Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship
with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer, (xiv) no
companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other
affiliate of the Company and (xv) there are no material proceedings to which any Participant or any of his, her or its associates is a
party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
OTHER MATTERS AND ADDITIONAL INFORMATION
Barington is unaware of any other
matters to be considered at the Annual Meeting. However, should other matters, which Barington is not aware of a reasonable time before
this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD universal proxy card
will vote on such matters in their discretion.
Some banks, brokers and other
nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means
that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate
copy of the document to you if you write to our proxy solicitor, Okapi, at the address set forth on the back cover of this Proxy Statement
or call toll free at (877) 285-5990. If you want to receive separate copies of our proxy materials in the future, or if you are receiving
multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record
holder, or you may contact our proxy solicitor at the above address and phone number.
The information concerning the
Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based upon,
publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate
that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate
or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information
and statements and are not in a position to verify such information and statements. All information relating to any person other than
the Participants is given only to the knowledge of Barington.
This Proxy Statement is dated
December [__], 2024. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than
such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.
SHAREHOLDER PROPOSALS
According to the Company’s
proxy statement, shareholders may make proposals for inclusion in the Company’s proxy statement and proxy form for the 2026 annual
meeting of the shareholders (the “2026 Annual Meeting”) under Rule 14a-8 of the Exchange Act. To be considered for inclusion,
shareholders must ensure that such proposals are received by the Secretary of the Company not later than 120 calendar days in advance
of the date the Company released its proxy statement to shareholders in connection with the previous year’s annual meeting, or by
_________, 2025. However, if the date of the 2026 Annual Meeting is changed by more than 30 days from the first anniversary of the Annual
Meeting, then the deadline for submitting a shareholder proposal pursuant to Rule 14a-8 of the Exchange Act will be a reasonable time
before the Company first sends proxy materials for the 2026 Annual Meeting.
The Bylaws also establish an advance
notice procedure for shareholders who wish to nominate persons for election to the Board or present a proposal before an annual meeting
of shareholders but do not intend for the proposal to be included in the Company’s proxy statement. According to the Company’s
proxy statement, the Bylaws provide that shareholders who wish to submit a proposal for presentation at the 2026 Annual Meeting that is
not to be included in the Company’s proxy materials must give written notice of the proposal, containing the information specified
in the Bylaws, so that it is received by the Company no later than and no earlier than the notice deadline determined under Section 2.09
of the Bylaws. The Company’s proxy statement provides that this period will generally be 75 to 120 days prior to the anniversary
of the annual meeting for the previous year. According to the Company’s proxy statement, as a result, shareholders who intend to
present nominations or proposals at the 2026 Annual Meeting must give written notice to the Corporate Secretary, and otherwise comply
with the Bylaw requirements, by no earlier than ___________, 2025, and no later than ____________, 2025.
In addition to satisfying the
foregoing requirements under the Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support
of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19(b)
under the Exchange Act no later than [__], 2025.
The information set forth above
regarding the procedures for submitting shareholder proposals for consideration at the 2026 Annual Meeting is based on information contained
in the Company’s proxy statement and Bylaws. The incorporation of this information in this Proxy Statement should not be construed
as an admission by Barington that such procedures are legal, valid or binding.
CERTAIN ADDITIONAL INFORMATION
WE HAVE OMITTED FROM THIS PROXY
STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING
TO THE ANNUAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER
THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION
AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION
CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM AND OTHER IMPORTANT INFORMATION. SHAREHOLDERS ARE DIRECTED TO REFER TO THE COMPANY’S PROXY STATEMENT FOR THE FOREGOING INFORMATION,
INCLUDING INFORMATION REQUIRED BY ITEM 7 OF SCHEDULE 14A WITH REGARD TO THE COMPANY’S NOMINEES. SHAREHOLDERS CAN ACCESS THE COMPANY’S
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
SEE SCHEDULE II FOR INFORMATION
REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE
COMPANY.
The information concerning the
Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available
documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements
relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete,
to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements
and are not in a position to verify such information and statements.
Your vote is important. No matter how many or how
few shares of Common Stock you own, please vote to elect the Barington Nominees by marking, signing, dating and mailing the enclosed GOLD
universal proxy card promptly.
Barington Companies Equity Partners, L.P.
_________________, 2024
SCHEDULE I
TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS
| Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Date of
Purchase/Sale |
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
| Purchase of Common Stock |
5,000 |
12/21/2022 |
| Purchase of Common Stock |
5,000 |
12/22/2022 |
| Purchase of Common Stock |
49,952 |
02/06/2024 |
| Purchase of Common Stock |
10,000 |
02/14/2024 |
| Purchase of Common Stock |
10,000 |
02/27/2024 |
| Purchase of Common Stock |
5,000 |
02/28/2024 |
| Purchase of Common Stock |
10,000 |
03/01/2024 |
| Purchase of Common Stock |
10,000 |
03/15/2024 |
| Purchase of Common Stock |
9,000 |
05/21/2024 |
| Purchase of Common Stock |
10,000 |
05/23/2024 |
| Purchase of Common Stock |
10,000 |
05/29/2024 |
| Purchase of Common Stock |
10,000 |
06/03/2024 |
| Purchase of Common Stock |
10,000 |
06/10/2024 |
| Purchase of Common Stock |
10,000 |
06/13/2024 |
| Purchase of Common Stock |
20,000 |
08/14/2024 |
| Purchase of Common Stock |
10,000 |
08/16/2024 |
| Purchase of Common Stock |
10,000 |
09/03/2024 |
| Purchase of Common Stock |
10,000 |
09/06/2024 |
| Purchase of Common Stock |
10,000 |
09/10/2024 |
| Purchase of Common Stock |
10,000 |
09/11/2024 |
| Purchase of Common Stock |
50,000 |
11/12/2024 |
| Purchase of Common Stock |
25,000 |
11/13/2024 |
| Purchase of Common Stock |
20,000 |
11/19/2024 |
| Purchase of Common Stock |
13,962 |
11/20/2024 |
1 NBL EH, LLC
| Purchase of Common Stock |
10,000 |
08/20/2024 |
| Purchase of Common Stock |
7,990 |
08/21/2024 |
SCHEDULE II
The following table is reprinted from
the Company’s [preliminary] proxy statement filed with the SEC on [X], 2025.
IMPORTANT
Tell the Board what you
think! Your vote is important. No matter how many shares of Common Stock you own, please give Barington your proxy FOR the election
of the Barington Nominees and in accordance with Barington’s recommendations on the other proposals on the agenda for the Annual
Meeting by taking the following steps:
| · | SIGNING the enclosed GOLD universal proxy card; |
| · | DATING the enclosed GOLD universal proxy card; and |
| · | MAILING the enclosed GOLD universal proxy card TODAY in the envelope provided (no postage is required
if mailed in the United States); or |
| · | VOTING BY INTERNET using the unique “control number” and following the instructions that appear
on your GOLD universal proxy card. |
You may vote your shares
virtually at the Annual Meeting; however, even if you plan to attend the Annual Meeting virtually, we recommend that you submit your GOLD
universal proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to attend
the Annual Meeting. If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution,
only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian,
you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on
how to vote electronically. You may also vote by signing, dating and returning the enclosed GOLD universal voting form.
If you have any questions
or require any additional information concerning this Proxy Statement, please contact Okapi as set forth below.
|
If you have any questions, require assistance in
voting your GOLD universal proxy card,
or need additional copies of Barington’s proxy
materials,
please contact:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Shareholders may call toll-free: (877) 285-5990
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
|
PRELIMINARY COPY SUBJECT
TO COMPLETION
DATED DECEMBER 19, 2024
MATTHEWS INTERNATIONAL CORPORATION
2025 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF BARINGTON COMPANIES EQUITY PARTNERS, L.P. AND THE OTHER PARTICIPANTS IN ITS SOLICITATION
THE BOARD OF DIRECTORS OF MATTHEWS INTERNATIONAL CORPORATION
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints
James Mitarotonda, Andrew Freedman and Bruce Goldfarb and each of them, attorneys and agents with full power of substitution to vote
all shares of common stock of Matthews International Corporation (the “Company”) which the undersigned would be entitled to
vote if personally present at the 2025 annual meeting of shareholders of the Company scheduled to be held on [______], 2025 at [_:__ [a/p].m.]
Eastern Standard Time virtually at www.____________.com (including any adjournments, postponements or continuations thereof and any meeting
which may be called in lieu thereof, the “Annual Meeting”).
The undersigned hereby
revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may
lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the
herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting
that are unknown to Barington Companies Equity Partners, L.P. (together with the other participants in its solicitation, “Barington”)
a reasonable time before this solicitation.
THIS PROXY WILL BE VOTED
AS DIRECTED. IF THIS PROXY IS SIGNED AND NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED
“FOR” THE THREE (3) BARINGTON NOMINEES, “FOR” PROPOSAL 2, AND “AGAINST” PROPOSAL 3.
This Proxy will be valid
until the completion of the Annual Meeting. This Proxy will only be valid in connection with Barington’s solicitation of proxies
for the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this example
BARINGTON
STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
THE THREE (3) BARINGTON NOMINEES, AND NOT TO VOTE “FOR” ANY OF THE THREE (3) COMPANY NOMINEES LISTED BELOW IN PROPOSAL 1.
YOU MAY SUBMIT VOTES FOR UP TO THREE (3) NOMINEES.
IMPORTANTLY, IF YOU MARK MORE THAN THREE (3) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR
THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN THREE (3) “FOR” BOXES WITH RESPECT TO THE ELECTION
OF DIRECTORS, THIS PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY AS DIRECTED.
| 1. | To elect three (3) directors for a term of three (3) years. |
| BARINGTON NOMINEES |
FOR |
WITHHOLD |
| a) Ana B. Amicarella |
☐ |
☐ |
| b) Chan W. Galbato |
☐ |
☐ |
| c) James Mitarotonda |
☐ |
☐ |
| COMPANY NOMINEES OPPOSED BY BARINGTON |
FOR |
WITHHOLD |
| a) Terry L. Dunlap |
☐ |
☐ |
| b) Alvaro Garcia-Tunon |
☐ |
☐ |
| c) Jerry R. Whitaker |
☐ |
☐ |
BARINGTON
Makes NO RECOMMENDATION WITH RESPECT TO PROPOSAL 2.
| 2. | The Company’s proposal to ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025. |
| |
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
BARINGTON RECOMMENDS SHAREHOLDERS VOTE “AGAINST”
PROPOSAL 3.
| 3. | The Company’s proposal to provide an advisory (non-binding) vote on the executive compensation of
the Company’s named executive officers. |
| |
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING. PLEASE SIGN EXACTLY
AS NAME APPEARS ON THIS PROXY.
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