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]

When Combined with Previously Announced Transaction, Total Upfront Consideration for Divestiture of the SGK Segment to be $400 Million, Implying Total Value in Excess of $600 million Proceeds to be Used for Continued Debt Repayment PITTSBURGH, Feb. 14, 2025 (GLOBE NEWSWIRE) -- Matthews International Corporation (NASDAQ GSM: MATW) (“Matthews” or the “Company”) today announced that it has entered into a letter of intent (“LOI”) for the sale of the remaining operating businesses within the SGK Brand Solutions ...

GAMCO Asset Management, Top 5 and Long-Term Shareholder, Endorses Matthews’ Director Nominees Urges Shareholders to Vote “FOR” All Three of Matthews’ Director Nominees on the WHITE Proxy Card and “WITHHOLD” on Barington’s Director Nominees PITTSBURGH, Feb. 12, 2025 (GLOBE NEWSWIRE) -- Matthews International Corporation (Nasdaq GSM: MATW) (“Matthews” or the “Company”) today commented on the significant support it has received from its sell-side analysts following its recent fiscal 2025 first quarter earnings ...

Core Viewpoint - Glass Lewis has determined that Matthews International Corporation has "persistently deteriorated and consistently underperformed" during the tenure of CEO Mr. Bartolacci, indicating a need for change in leadership and governance [5][10] - Barington Capital has been endorsed by Glass Lewis, ISS, and Egan-Jones, recommending shareholders vote "FOR" all of Barington's director nominees to improve the company's performance [2][4] Group 1: Performance and Governance Issues - Matthews has shown significant underperformance across various measurement periods, particularly under the leadership of Mr. Bartolacci [5][10] - The current Board is described as not well-positioned to pursue necessary initiatives for improvement, with a long-tenured governance structure that has not effectively addressed shareholder interests [5][10] - Glass Lewis highlights a lack of a favorable narrative regarding Matthews' valuation, indicating continuous erosion in its relative positioning during Mr. Bartolacci's tenure [5][10] Group 2: Barington's Proposal and Support - Barington Capital, owning approximately 2.1% of Matthews' outstanding shares, has proposed a slate of director nominees that are considered highly qualified [1][4] - The unanimous support from leading proxy advisory firms reinforces Barington's belief that electing its nominees is essential for unlocking Matthews' full value potential [4][10] - Barington's track record of value creation and its consulting efforts are noted as having catalyzed some of Matthews' initiatives, suggesting that Barington can effectively drive change [10]

Core Viewpoint - Matthews International Corporation strongly disagrees with the recommendation from Institutional Shareholder Services (ISS) regarding Barington's positions, arguing that ISS fails to provide substantive analysis of Barington's plans and nominees [1][2]. Company Actions and Strategies - The company emphasizes that Barington's "four-step plan" lacks new ideas beneficial to shareholders, as most initiatives have already been initiated by Matthews [2]. - Matthews highlights the lack of relevant skills and understanding of its business among Barington's nominees, criticizing their track records and preparedness [3]. - The current Board has taken significant actions to enhance shareholder value, including support from GAMCO Asset Management, which holds approximately 4.38% of Matthews' shares [4]. - The Board has developed the Memorialization segment into a leading cash-generating business, allowing for substantial capital returns and reinvestment into high-growth areas like Dry Battery Electrode (DBE) technology [5]. - Following a favorable arbitration outcome against Tesla, Matthews plans to resume marketing its DBE solutions to the electric vehicle market [5]. - The strategic disposition of the SGK business is expected to provide $350 million in upfront consideration, reflecting the company's strategic investments and cost-saving initiatives [5]. - Matthews is engaging J.P. Morgan to evaluate strategic alternatives for its businesses and anticipates announcing several initiatives to drive shareholder value in the 2025 fiscal year [5]. - The Board has welcomed three new independent directors since 2020 and plans to continue refreshing its membership, demonstrating a commitment to governance [5]. Voting and Shareholder Engagement - The company urges shareholders to vote "FOR" its nominees using the WHITE proxy card and to withhold votes for Barington's nominees [6][8]. - Matthews emphasizes the importance of shareholder votes and provides instructions for voting [9].