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 the evening of February
14, 2025, Barington issued the following press release:
Barington Capital Responds to Matthews International’s
Desperate Effort to Manipulate Board Election
Urges Shareholders Not to be Fooled by the Company’s 11th
Hour Governance Changes: Clearly A Direct Reaction to Barington’s Nomination
Encourages Shareholders to Follow the Recommendations
of Leading Independent Proxy Advisory Firms ISS, Glass Lewis, and Egan-Jones by Voting the GOLD Proxy Card “FOR”
the Election of ALL of Barington’s Nominees
NEW YORK—February 14, 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 2.2% of the outstanding shares
of Matthews International Corporation (NASDAQ: MATW) ("Matthews" or the "Company"), today issued a statement in response
to Matthews’ recently announced corporate governance changes.
James Mitarotonda, Chairman and CEO of Barington Capital,
said, “Matthews’ 11th hour gamesmanship is a desperate attempt by Joseph Bartolacci and the current Matthews directors to
perpetuate the status quo. We believe these actions are a direct result of Barington’s efforts to drive much-needed change, and
are simply too little, too late. Indeed, as recently as last month, Matthews flatly rejected our public call for the Company to declassify
its staggered board of directors (the “Board”).
“A prime example of Matthews’ governance
changes falling terribly short, in our view, is that Greg Babe, one of three insiders on the Board, has been allowed to remain a director.
Despite Mr. Babe’s full-time role as Executive Vice President of Matthews’ Industrial Technologies business – and responsibility
for the Company’s Battery Storage business – the Board has allowed him to manage another, unrelated company, Liquid X Printed
Metals, Inc., into which Matthews invested $3.1 million that was subsequently written off in its entirety.
“Worse, Matthews’ so-called governance
enhancements come on the same day that the Company announced a letter of intent to sell the remaining businesses of SGK Brand Solutions.
The announcement of a potential transaction – before a definitive agreement has been reached and with no guarantee that it will
be consummated – further reflects Matthews’ desperation heading into the upcoming annual meeting.
“Shareholders should not be fooled by Matthews’
last-ditch efforts to hide from its protracted failure to protect shareholder interests and manipulate a fair election of directors.
It is clear to us that only by electing Barington’s independent nominees will accountability and oversight be enhanced in the boardroom
and shareholder value be maximized. We strongly urge shareholders to protect the value of their investment by voting the GOLD proxy
card “FOR” ALL of Barington’s highly qualified nominees, who, as directors, will help bring the board
effectiveness, relevant skills and experience, accountability and track records of value creation that Matthews requires to improve corporate
governance, reestablish credibility and create value for all shareholders.”
VOTE THE GOLD PROXY CARD “FOR” ALL OF BARINGTON’S
NOMINEES TODAY!
Barington encourages all shareholders to visit https://barington.com/matthews
to review additional information regarding its campaign for change at 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:
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
Item 2: On the evening of February
14, 2025, James Mitarotonda of Barington was quoted in the following article published by Reuters:
Matthews announces governance changes as vote on
boardroom fight looms
By Svea Herbst-Bayliss
February 14, 2025 6:08 PM EST
NEW YORK, Feb 14 (Reuters) - Matthews International (MATW.O)
on Friday announced a number of corporate governance changes aimed at pushing up the casket maker's stock price less than a week before
shareholders cast votes in a bitter boardroom battle.
The company said it will appoint a new independent
board chair by next year's annual meeting, select a new independent director with experience in batteries and EV technology solutions
and ask shareholders to amend the company's bylaws next year to ensure all directors stand for election annually.
Investors, including hedge fund Barington Capital
Group, have urged the company, which also makes products for cemeteries, funeral homes and crematories, to make these and other changes.
Matthews is valued at roughly $800 million and its share price climbed more than 3% on Friday to close at $25.73.
Barington launched its proxy fight at Matthews, its
first since 2015, to determine who will serve on the company's 11-member board. Investors have until February 20 to cast votes.
The hedge fund, which owns roughly 2% of the company's
stock, nominated three candidates to replace the three directors who are standing for election this year. Fresh blood is needed on the
board, Barington argues, to help push up the share price as well as find a replacement for Matthews' long-serving CEO, Joseph Bartolacci,
and to consider changes to its strategy, including making some divestments.
On Friday, Barington's chairman and CEO, James Mitarotonda,
who is also one of Barington's three director candidates, said: "Matthews’ 11th hour gamesmanship is a desperate attempt by
Joseph Bartolacci and the current Matthews directors to perpetuate the status quo." He added that the moves were related to Barington's
efforts but described them as "too little, too late."
All three proxy advisory firms, whose recommendations
help guide investors' votes, urged shareholders to elect all three of Barington's candidates.
(This story has been corrected to change the name
to Barington Capital Group, not Barington Capital Management, in paragraph 3)
Item 3: On February 17, 2025,
Barington issued the below press release and a letter to shareholders of the Company. The letter to shareholder of the Company is attached
hereto as Exhibit 1 and incorporated herein by reference.
Barington Capital Calls on Matthews International
Shareholders to Elect Ana Amicarella,
Chan Galbato and James Mitarotonda to the Matthews
Board to Help Restore Good Governance and Drive Value Creation
Sends Letter to Matthews’ Shareholders Highlighting
the Company’s Poor Governance, Deeply Troubling Board Culture and Desperate, Last-Ditch Effort to Placate Shareholders Ahead of
2025 Annual Meeting
Believes Matthews’ Proposed Governance Improvements
and Sale of SGK Brand Solutions Division Are a Direct Response to Barington’s Positive Influence and that Shareholders Remain at
Risk Without Barington’s Nominees on the Board
Urges Matthews Shareholders to Vote "FOR" the
Election of ALL of Barington Capital's Highly Qualified Nominees Whose Proven Board Effectiveness, Relevant Skills
and Backgrounds, and Fierce Commitment to Shareholders Will Benefit ALL Matthews Shareholders
NEW YORK, February 17, 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 2.2% 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 urging them to elect Barington’s highly qualified director nominees – Ana
B. Amicarella, Chan W. Galbato and James Mitarotonda – to the Matthews Board of Directors (the “Board”) to help restore
good governance and drive value creation at Matthews.
The full letter is available at https://barington.com/matthews
James Mitarotonda, Chairman and CEO of Barington Capital,
said, “In these critical final days leading up to Matthews’ 2025 Annual Meeting of Shareholders, it is clear to us that Matthews
is only taking action – including its recently announced corporate governance improvements and sale of the SGK Brand Solutions division
– out of desperation rather than a genuine commitment to long-term value creation. Indeed, we are convinced that these changes are
a direct result of Barington’s positive influence, a last-minute attempt to placate shareholders without addressing the deep systemic
issues plaguing the Company, and underscore why shareholders remain at risk without Barington’s nominees on the Board.
“We believe that shareholders of Matthews, both
large and small, deserve truly independent directors who will serve as fierce advocates for them and ensure that governance and operational
decisions are made with their best interests in mind. Barington has already driven meaningful change from outside the boardroom in just
a few months. Imagine how much more our three highly qualified nominees could accomplish with a seat at the table. We therefore strongly
urge Matthews shareholders to vote “FOR” the election of ALL of Barington’s nominees, whose proven board
effectiveness, relevant skills and backgrounds, and shareholder-focused mindset will help to improve the Company’s governance, reestablish
its credibility in the marketplace and maximize long-term shareholder value.”
TIME IS RUNNING OUT: PROTECT THE VALUE OF YOUR INVESTMENT
AND VOTE “FOR” ALL OF BARINGTON’S NOMINEES 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:
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
Item 3: On February 17, 2025,
Barington posted the following material to https://barington.com/matthews:
Item 4: On February 18, 2025, Baring issued the following
press release:
Barington Capital Strongly Urges Matthews International
Shareholders to Protect Their Investment
by Electing Ana Amicarella, Chan Galbato and James
Mitarotonda to the Matthews Board
A Vote “FOR” Barington’s
Nominees is a Vote in Favor of the Relevant Skills, Board Experience, Independent Perspectives and Fierce Commitment to Shareholders Required
to Help Drive Good Governance and
Long-Term Value Creation at Matthews
Warns Shareholders NOT to Be Misled
by Matthews’ Blatant Last-Minute Attempts to Placate Shareholders Days Before the 2025 Annual Meeting of Shareholders
Reaffirms that the Incumbent Board Has Overseen
18 Years of Underperformance, Unacceptable Capital Allocation and Operating Execution, and Poor Corporate Governance
Strongly Encourages Shareholders to Follow the Recommendations
of Leading Independent Proxy Advisory Firms ISS, Glass Lewis, and Egan-Jones and Voting “FOR” ALL of Barington's
Nominees
NEW YORK, February 18, 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 2.2% of the outstanding
shares of common stock of Matthews International Corporation (NASDAQ: MATW) (“Matthews” or the “Company”), urges
all Matthews shareholders to protect their investment and help drive value creation at the Company by voting “FOR”
the election of Barington’s nominees – Ana Amicarella, Chan Galbato and James Mitarotonda – to the Matthews
Board of Directors (the “Board”) ahead of Matthews’ 2025 Annual Meeting of Shareholders (the “Annual Meeting”)
scheduled to be held this Thursday, February 20, 2025.
James Mitarotonda, Chairman and CEO of Barington Capital,
said, “Time is running out for Matthews’ shareholders to make their voices heard in this critical election of directors. We
strongly advise shareholders not to be persuaded by Matthews’ recent incremental governance changes, which, in our view, are a clear
response to our proxy contest and an attempt to placate shareholders and influence the outcome of the Board election days before the Annual
Meeting.
“In less than three months, the mere prospect
of Barington’s nominees joining the Board appears to have compelled Matthews to announce long-overdue governance changes—including
refreshing its Board, declassifying its staggered Board, implementing a majority voting standard for uncontested elections, and removing
supermajority voting requirements for certain amendments to the Company’s Articles of Incorporation—changes we believe would
not have been contemplated at all if not for our nomination of directors. Indeed, Gregory S. Babe, who was originally named a continuing
director in the Company’s 2025 proxy statement, finally stepped down from the Board only after Barington called for
him to do so —we note the Board reluctantly accelerated his resignation, possibly as a ruse to demonstrate incremental governance
improvement. In our view, Mr. Babe should never have been allowed to serve simultaneously as both an officer and a non-independent director,
and the Board certainly did not earn the right to handpick his replacement.
“We believe shareholders must ask themselves
how the Board, as currently constituted, can be trusted to follow through on any of its proposed governance changes and protect shareholders’
investment going forward absent guidance from Barington and its experienced, independent nominees. We believe the answer is simple:
it can’t. Prosperity at Matthews, in our view, requires Barington’s nominees in the Boardroom to help reestablish good
governance, market credibility and long-term value creation.
“This election serves as a pivotal moment for
Matthews’ shareholders and the future of the Company. Shareholders have a choice: continue down an untenable path of weak governance,
poor oversight and protracted underperformance or take decisive action to demand accountability and help unlock value. We believe there
is only one correct choice, and we are grateful to all Matthews shareholders for the time that they have taken to listen to our perspectives
throughout this campaign. We strongly encourage shareholders to vote “FOR” the election of Ana Amicarella, Chan
Galbato and James Mitarotonda to the Board.”
TIME IS RUNNING OUT: VOTE “FOR” THE
ELECTION OF ANA AMICARELLA,
CHAN GALBATO AND JAMES MITAROTONDA TO THE MATTHEWS
BOARD 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
Matthews (NASDAQ:MATW)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Matthews (NASDAQ:MATW)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
