Egan-Jones Recommends Shareholders Vote
"WITHHOLD" on Matthews' Nominees Terry L. Dunlap,
Alvaro Garcia-Tunon and J.
Michael Nauman and "AGAINST"
All Matthews' Other Proposals
Barington Capital Urges Shareholders to Follow
Egan-Jones' Recommendation and Vote the GOLD Proxy
Card "FOR" the Election of ALL of its
Nominees
NEW
YORK, Jan. 28, 2025 /PRNewswire/ -- Barington
Capital Group, L.P. ("Barington Capital"), a fundamental,
value-oriented activist investor that, together with the other
participants in its solicitation (collectively "Barington" or
"we"), beneficially owns approximately 1.9% of the outstanding
shares of Matthews International Corporation (NASDAQ: MATW)
("Matthews" or the "Company"), today announced that independent
proxy advisory firm, Egan-Jones Proxy Services ("Egan-Jones"), has
recommended that Matthews shareholders vote on
the GOLD proxy card "FOR" ALL of
Barington's highly skilled director nominees – Ana Amicarella, Chan
Galbato and James Mitarotonda
– at Matthews' Annual Meeting of Shareholders to be held
February 20, 2025.
James Mitarotonda, Chairman and
CEO of Barington Capital, said, "We are pleased that Egan-Jones
recommends Matthews' shareholders vote FOR all of
Barington's nominees, recognizing that change at Matthews is not
only long overdue and urgently needed, but also must begin at the
top. We believe Egan-Jones' recommendation further underscores our
view that Matthews is more interested in maintaining its untenable
status quo – marked by empty promises that continue to result in
shareholder value destruction – than refreshing the Board with
highly skilled individuals prepared to drive value creation.
We encourage all shareholders to follow Egan-Jones'
recommendation and vote FOR all of Barington's nominees,
who, if elected, will bring fresh perspectives; extensive
leadership experience; financial, corporate strategy and turnaround
expertise; and a shared objective of putting Matthews on a path to
sustained value creation."
In commenting on the failures of Matthews Board and CEO,
Egan-Jones stated*:
- "The primary goal of the CEO and board of directors is to
maximize shareholder value, and since the beginning of Mr.
Bartolacci's tenure, and especially the past five years, this has
not been true."
- "Despite poor company performance over Mr. Bartolacci's 18-year
tenure, the board has failed to replace him. Since a key
responsibility of the board is to keep executives accountable, we
view this as a significant failure of the directors. Additionally,
we believe the over-tenured directors and staggered board have
contributed to this failure."
- "Matthew's diversified business model has failed to generate
consistent profitability across its segments. Both the Industrials
and SGK business segments are struggling to achieve financial
viability despite significant capital allocations towards them.
Additionally, the Company has incurred excessive SG&A
costs."
- "The divestiture of the SGK segment was repeatedly proposed by
the dissidents in the past and seemingly only considered when
Barington initiated a proxy contest. We believe that the lack of
transparency and the abrupt change in the strategic direction of
the SGK Brand Solutions segment is a reactionary response from
shareholder pressure."
In commenting on the strength of Barington's nominees,
Egan-Jones noted:
- "Based on the review of publicly available information on
strategic, corporate governance, and financial aspects of this
proxy contest, Egan-Jones views that the election of the Barington
nominees is in the best interests of its shareholders."
- "… we believe that a reshaped Board consisting of the Barington
slate would provide value-added insights and fresh perspectives in
the board room. We are also convinced that the credible and strong
track record of the Barington nominees in a multi-faceted industry
would help to re-align the strategic direction of Matthews."
Barington encourages all shareholders to
visit https://barington.com/matthews to review additional
information regarding its campaign for change at Matthews.
*Barington has neither sought nor obtained consent from
Egan-Jones to use previously published information in this press
release.
ABOUT BARINGTON CAPITAL GROUP, L.P.
Barington Capital Group, L.P. is a fundamental, value-oriented
activist investment firm established by James Mitarotonda in January 2000. Barington invests in undervalued
publicly traded companies that Barington believes can appreciate
significantly in value when substantive improvements are made to
their operations, corporate strategy, capital allocation and
corporate governance. Barington's investment team, advisors and
network of industry experts draw upon their extensive strategic,
operating and boardroom experience to assist companies in designing
and implementing initiatives to improve long-term shareholder
value.
Media Contact:
Jonathan Gasthalter/Amanda Shpiner
Gasthalter & Co.
212-257-4170
Important Information and Participants in the
Solicitation
Barington has filed a definitive proxy statement and associated
GOLD proxy card with the Securities and Exchange Commission
("SEC") to be used to solicit votes for the election of its slate
of highly-qualified director nominees at the upcoming annual
meeting of stockholders of the Company. Details regarding the
Barington nominees and the participants in its solicitation are
included in its proxy statement and Barington strongly advises all
shareholders of the company to read the proxy statement and other
proxy materials as they contain important information.
The participants in Barington's proxy solicitation are
Barington, Barington Companies Investors, LLC, Barington Capital
Group, L.P., LNA Capital Corp., James
Mitarotonda, 1 NBL EH, LLC, Joseph
Gromek, Ana B. Amicarella and
Chan W. Galbato.
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
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212)
297-0720
Shareholders and All Others Call Toll-Free: (877) 285-5990
E-mail: info@okapipartners.com
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SOURCE Barington Capital Group, L.P.
