Core Points - Matthews International Corporation announced the preliminary results of its 2025 Annual Meeting of Shareholders, where shareholders voted to elect all three director nominees to the Board of Directors [1] - The Chair of the Board, Alvaro Garcia-Tunon, expressed appreciation for shareholder feedback and indicated that the vote outcome validates the company's strategy and leadership [2] - The final results of the shareholder vote will be certified by an independent Inspector of Elections and reported in a Form 8-K with the U.S. Securities and Exchange Commission [2] Company Overview - Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions, with over 11,000 employees across more than 30 countries [4] - The Memorialization segment offers products such as memorials, caskets, and cremation-related equipment primarily to cemetery and funeral home customers [4] - The Industrial Technologies segment focuses on high-tech custom energy storage solutions and warehouse automation technologies [4] - The SGK Brand Solutions segment provides packaging solutions and brand experiences to help companies enhance their marketing and brand value [4]

Core Viewpoint - Matthews International Corporation announced the preliminary results of its 2025 Annual Meeting of Shareholders, where shareholders voted to elect all three director nominees to the Board of Directors, indicating support for the company's strategy and leadership [1][2]. Company Overview - Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions, with over 11,000 employees across more than 30 countries [4]. - The company operates in three segments: Memorialization, Industrial Technologies, and SGK Brand Solutions, providing a range of products and services from memorials and cremation equipment to energy storage solutions and packaging [4]. Shareholder Engagement - The Chair of the Board expressed appreciation for the constructive dialogue with shareholders, emphasizing the importance of their feedback and support in validating the company's strategy and governance actions [2]. - The company acknowledges the need for continued efforts to improve performance and deliver expected results to shareholders [2]. Financial Advisory - J.P. Morgan Securities LLC is serving as the financial advisor to Matthews International, while Sidley Austin LLP is providing legal counsel [3].

Core Viewpoint - Institutional Shareholder Services Inc. (ISS) recommends that Matthews International Corporation shareholders vote "WITHHOLD" on the current board nominees, indicating a lack of confidence in the board's governance and decision-making [1][2] Group 1: Proxy Contest and Board Recommendations - Barington Capital, which owns approximately 2.2% of Matthews' outstanding shares, urges shareholders to vote "FOR" all of its director nominees in the upcoming annual meeting [1][2] - ISS has reaffirmed its recommendation for shareholders to vote on the GOLD proxy card "FOR" the election of Barington's nominees, highlighting the need for board change [1][2] - The board's recent actions are viewed as a defensive maneuver to avoid accountability rather than a genuine commitment to improve governance [2][4] Group 2: Concerns Over Board Actions - There are concerns regarding the board's rushed sale of SGK Brand Solutions' remaining businesses, which may have been an attempt to influence the election outcome [2][4] - ISS notes that without further changes to the board, important decisions will continue to be influenced by directors who contributed to the current disappointing circumstances [1][4] - The board's late-stage governance enhancements are seen as insufficient and lacking a thoughtful process, raising questions about their commitment to effective governance [4]

Core Viewpoint - Barington Capital Group is urging shareholders of Matthews International Corporation to vote for its nominees for the Board of Directors, emphasizing the need for improved governance and long-term value creation [1][4]. Group 1: Barington's Nominees and Support - Barington Capital beneficially owns approximately 2.2% of Matthews' outstanding shares and is advocating for the election of Ana Amicarella, Chan Galbato, and James Mitarotonda to the Board [1]. - All three leading independent proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—unanimously recommend shareholders vote "FOR" all of Barington's nominees, citing deficiencies in the current Board's independence and performance [4]. Group 2: Current Board Performance - The current Board has overseen a prolonged period of share price underperformance, poor capital allocation, and inadequate corporate governance, failing to hold CEO Joseph C. Bartolacci accountable for decisions that have harmed shareholder value during his 18-year tenure [4]. - Barington argues that the current Board's recent actions are a desperate attempt to distract shareholders from its failures, reinforcing the need for urgent change [4]. Group 3: Barington's Investment Philosophy - Barington Capital is a fundamental, value-oriented activist investment firm that invests in undervalued publicly traded companies, aiming to enhance their operations, corporate strategy, capital allocation, and governance to improve long-term shareholder value [5].

Core Viewpoint - Matthews International Corporation urges shareholders to vote for its three director nominees, emphasizing that failure to do so will lead to short-term oversight by individuals lacking knowledge of the company's businesses [1][2]. Group 1: Strategic Initiatives - The Board's strategic alternatives process has already resulted in the sale of SGK Brands Solutions for $350 million and a 40% equity stake in a new joint venture, with an additional $50 million expected from the sale of remaining operating businesses [1]. - Matthews is poised to unlock significant shareholder value through its dry battery electrode solutions, especially in the growing electric vehicle market, following favorable arbitration outcomes against Tesla [1][2]. Group 2: Board Composition and Expertise - The Board has been refreshed with members possessing relevant skills in manufacturing and energy technology, including the recent appointment of Thomas Gebhardt, who has over 30 years of experience at Panasonic [1]. - The nominees, Terry L. Dunlap, Alvaro Garcia-Tunon, and J. Michael Nauman, bring essential expertise to support the company's strategic focus on Industrial Technologies and energy solutions [1][3]. Group 3: Shareholder Support - GAMCO Asset Management, a significant shareholder with a 4.38% stake, has expressed support for Matthews' director nominees, believing they are best positioned to enhance shareholder value [3]. Group 4: Governance Enhancements - The Board has made governance improvements in response to shareholder feedback, including a transition in Board Chair and proposals to declassify the Board, aimed at creating sustainable long-term shareholder value [1].

Core Viewpoint - Barington Capital Group is urging Matthews International Corporation shareholders to elect its director nominees to improve governance and drive value creation, citing recent actions by Matthews as desperate attempts to placate shareholders rather than genuine efforts for long-term improvement [1][3][4]. Group 1: Governance Concerns - Barington highlights poor governance and troubling board culture at Matthews, suggesting that the company's recent governance improvements and the sale of the SGK Brand Solutions division are reactions to Barington's influence [1][3]. - The company believes that shareholders are at risk without Barington's nominees on the board, emphasizing the need for independent directors who advocate for shareholder interests [4][6]. Group 2: Nominees and Their Impact - Barington has nominated three individuals—Ana B. Amicarella, Chan W. Galbato, and James Mitarotonda—who are described as highly qualified and capable of driving meaningful change within Matthews [1][4]. - The firm asserts that its nominees possess proven board effectiveness and relevant skills that will enhance governance and restore credibility in the marketplace, ultimately maximizing long-term shareholder value [4][6]. Group 3: Call to Action - Barington is actively soliciting votes from Matthews shareholders to elect all of its nominees, framing this as a critical step to protect the value of their investments [5][7]. - The firm has filed a definitive proxy statement with the SEC to facilitate this solicitation, urging shareholders to read the materials for important information regarding the election [7][8].

Core Points - Matthews International Corporation has appointed Thomas Gebhardt to its Board of Directors, effective immediately, following the resignation of Gregory S. Babe [2][3][4] - Mr. Gebhardt brings over 30 years of experience in the battery and electric vehicle (EV) technology sectors, having previously served as Chairman and CEO of Panasonic's North American business, where he significantly expanded revenue in the automotive and battery sectors [4][5] - The company aims to leverage Mr. Gebhardt's expertise to enhance its Dry Battery Electrode (DBE) solutions business, which is expected to benefit shareholders [5] Company Overview - Matthews International Corporation operates in three segments: Memorialization, Industrial Technologies, and SGK Brand Solutions, providing a range of products and services including memorials, energy storage solutions, and packaging solutions [6] - The company employs over 11,000 people across more than 30 countries, focusing on delivering high-quality products and services [6]

Core Viewpoint - Matthews International Corporation has successfully defended its right to sell its proprietary dry battery electrode technology (DBE) against Tesla's legal challenges, with a U.S. District Court ruling in its favor [1][2][3]. Legal Developments - A U.S. District Court Judge denied Tesla's request for a temporary restraining order to block Matthews from selling its DBE solutions [2]. - Following the court ruling, Tesla filed additional lawsuits against Matthews, which the company views as meritless and a bullying tactic [3]. Technology Background - Matthews has been developing its DBE technology for over 25 years, predating Tesla's existence, and holds U.S. Patent No. 12,136,727 for this technology [4]. - The DBE solutions are designed to streamline lithium-ion battery production and significantly reduce electric vehicle production costs [4]. Company Overview - Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions, with over 11,000 employees across more than 30 countries [6].

Core Viewpoint - Barington Capital Group criticizes Matthews International Corporation's recent governance changes as insufficient and a reaction to Barington's push for reform, urging shareholders to support Barington's nominees in the upcoming election [1][2][4]. Group 1: Governance Changes - Matthews International's recent governance changes are viewed as a desperate attempt to maintain the status quo, with Barington asserting that these changes are too late to address ongoing issues [2]. - Barington highlights that one of the insiders, Greg Babe, remains on the board despite his dual responsibilities, which raises concerns about governance effectiveness [2]. - The announcement of a potential sale of SGK Brand Solutions is seen as a further indication of Matthews' desperation ahead of the annual meeting [3]. Group 2: Shareholder Recommendations - Barington urges shareholders to vote for all of its nominees using the GOLD proxy card, emphasizing that this will enhance accountability and oversight in the boardroom [4]. - The firm believes that electing its independent nominees will lead to improved corporate governance and increased shareholder value [4]. Group 3: Proxy Solicitation - Barington has filed a definitive proxy statement with the SEC to solicit votes for its director nominees at the upcoming annual meeting [7]. - Shareholders are encouraged to review the proxy materials for important information regarding the election [7].

Core Points - Matthews International Corporation announced a Board refreshment plan and corporate governance enhancements aimed at enhancing long-term shareholder value [1] - The current Board Chair, Alvaro Garcia-Tunon, will retire at the 2026 Annual Meeting, with a new independent Board Chair to be appointed [2][3] - The Board is in the process of appointing a new independent director with significant experience in battery and EV technology solutions [4] - The Board has added five new independent directors since 2020, with four added in the past two years [5] - The Company plans to declassify the Board and implement other governance changes to improve transparency and shareholder value [6][8] Governance Changes - The Company will propose amendments to its Articles of Incorporation and Bylaws at the 2026 Annual Meeting, including declassifying the Board for annual director elections [8] - The voting standard for uncontested elections will change to a majority voting standard, replacing the current plurality standard [8] - Supermajority voting requirements for certain amendments will be eliminated [8] Strategic Initiatives - Matthews has strategically diversified its business and built a global platform to enhance its market position [7] - The Company is in the process of selling SGK Brand Solutions for $350 million and a 40% equity stake in a new joint venture [7] - An arbitrator affirmed the Company's right to sell its Dry Battery Electrode technology to customers other than Tesla, allowing for resumed marketing in the electric vehicle market [10] - Matthews has entered into a letter of intent for the sale of remaining operating businesses within the SGK Brand Solutions segment for $50 million [18]