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 |
Barington Companies Equity
Partners, L.P. (“Barington”), together with the other participants named herein, has filed a definitive proxy statement and
accompanying GOLD universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes
for the election of Barington’s slate of director nominees at the 2025 annual meeting of shareholders (the “Annual Meeting”)
of Matthews International Corporation, a Pennsylvania corporation (the “Company”).
Item 1: On January 30, 2025, Barington
issued the following press release and an open letter to shareholders of the Company. The letter is attached hereto as Exhibit 1 and incorporated
herein by reference.
Facts Don’t Lie: Barington Capital Sends Letter
to Matthews International Shareholders Debunking the Company’s False Narratives and Reinforcing its Case for Change
Highlights Matthews’ Longstanding Culture
of Deceit Most Recently Evidenced by its
Meandering and Misguided 68-page Presentation
Believes Matthews’ Status Quo is Untenable
and the Election of Ana Amicarella, Chan Galbato and James Mitarotonda is Required to Drive Much-Needed Change and Long-Term Value Creation
Urges Shareholders to Vote the GOLD
Proxy Card “FOR” the Election of ALL of
Barington Capital’s Nominees
NEW YORK, January 30, 2025 – 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 common stock of Matthews International Corporation (NASDAQ: MATW) (“Matthews” or the “Company”), today
sent a letter to the Company’s shareholders highlighting the excuses, half-truths and lofty promises Matthews recently published
in a meandering and blatantly misguided 68-page investor presentation.
The letter also details what Matthews shareholders
stand to endure if the Company maintains the status quo and why Barington believes the election of Ana Amicarella, Chan Galbato and James
Mitarotonda to the Matthews Board of Directors (the “Board”) is critical to unlock the Company’s full value potential.
The full letter is available at https://barington.com/matthews
James Mitarotonda, Chairman and CEO of Barington Capital,
said, “We believe shareholders deserve to know the facts about Matthews’ performance and leadership as well as the rationale
for Barington’s campaign for change. Simply put, the Company has failed to take any action over the last 18 years to simplify its
portfolio, conduct a strategic review, reduce costs or indebtedness, or address Board independence. We find it deeply troubling that the
Company would seek to obfuscate these facts rather than take accountability.
“Only after Barington notified Matthews of its
intention to launch a proxy contest did the Company seemingly begin to take action, which we believe to be a desperate attempt to maintain
the status quo and further entrench the Board. Facts don’t lie. We encourage all shareholders to protect their investment in Matthews
by electing Ana Amicarella, Chan Galbato and James Mitarotonda to the Board by voting the GOLD proxy card today.”
FACTS DON’T LIE. FOLLOW THE FACTS AND VOTE
GOLD TODAY!
For additional information regarding Barington's
campaign at Matthews, visit: https://barington.com/matthews
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:
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
Item 2: On January 30, 2025, Barington uploaded the
following material to https://barington.com/matthews:
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:
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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