MATW Matthews International Corporation

Notice of the

ANNUAL MEETING OF THE SHAREHOLDERS

To be held on [●], 2025

To Our Shareholders:

The annual meeting of the Shareholders of Matthews International Corporation (“Matthews,” “Company,” “we,” “us,” or “our”) will be held virtually at [●] [AM/PM] (EST) on [●], [●], 2025 (the “Annual Meeting”). You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting at www.cesonlineservices.com/matw25_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/matw25_vm by 11:59 PM (EST) on [●], [●], 2025. For more information, see the following “Questions and Answers About Our Annual Meeting” section. The purpose of the Annual Meeting is to consider and act upon the following:

Shareholders of record as of the close of business on [●], 202[●] will be entitled to submit questions and vote at the Annual Meeting or any adjournments thereof. A list of these shareholders of record will be available electronically during the Annual Meeting at www.cesonlineservices.com/matw25_vm. You will not be able to attend the virtual Annual Meeting in person at a physical location. In order to attend the virtual meeting, you will need to pre-register at www.cesonlineservices.com/matw25_vm by 11:59 PM (EST) on [●], 2025. Please see “When and where will the Annual Meeting be held? How can I attend the virtual Annual Meeting?” in the accompanying Proxy Statement for instructions about how to pre-register. Once pre-registered, shareholders as of the record date will be able to attend the virtual Annual Meeting by visiting the link noted above, where you will be able to listen to the meeting live, submit questions, and vote.

Please note that Barington Companies Equity Partners, L.P. (collectively with its affiliates and related parties, “Barington”) has provided notice of its intent to nominate Ana B. Amicarella, Chan W. Galbato and James A. Mitarotonda (the “Barington Nominees”) for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. You may receive solicitation materials from Barington, including proxy statements and gold proxy cards. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Barington or the Barington Nominees contained in solicitation materials filed or disseminated by or on behalf of Barington or any other statements Barington may make.

The Board of Directors does not endorse the Barington Nominees and recommends that you use the WHITE proxy card to vote “FOR” only the three director nominees for the class of 2028 proposed by the Board of Directors (Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman) and “FOR” the other proposals recommended by the Board of Directors, using the WHITE proxy card. The Board of Directors strongly urges you to discard and NOT to vote using any gold proxy card sent to you by Barington. If you have already submitted a gold proxy card, you can revoke such proxy and vote for the Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.

Please indicate on the enclosed WHITE proxy card whether you will or will not be able to attend the Annual Meeting. Return the WHITE proxy card in the enclosed envelope as soon as possible. If you receive more than one WHITE proxy card (for example, because you own shares of the Company’s Class A Common Stock (the “Common Stock”) in more than one account), please be sure to complete and return all of the WHITE proxy cards.

PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD LOOKS DIFFERENT. PROXY RULES REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST THE BARINGTON NOMINEES IN ADDITION TO THE BOARD’S NOMINEES. PLEASE MARK YOUR WHITE PROXY CARD CAREFULLY AND VOTE FOR ONLY THE THREE BOARD NOMINEES AND THE PROPOSALS RECOMMENDED BY THE BOARD.

Regardless of whether you plan to attend the virtual-only Annual Meeting, we urge you to vote your shares as soon as possible. Additional information about voting your shares is included in the accompanying Proxy Statement. The Board appreciates and encourages shareholder participation in the Company’s affairs. We are confident that our slate of Board nominees has the right mix of professional achievements, skills, experiences and reputations to serve as shareholder representatives overseeing the management of the Company. We are committed to engaging with our shareholders and continuing to respond to shareholder concerns about the Company, and we believe we are in the best position to oversee the execution of our long-term strategic plan to grow and realize shareholder value. The Board unanimously recommends that you vote FOR the election of each of Mr. Dunlap, Mr. Garcia-Tunon and Mr. Nauman.

We hope you can participate in this important meeting.

Sincerely,

/s/ Steven F. Nicola

Steven F. Nicola

Chief Financial Officer and Secretary

[●], 2025

Your vote is important—especially this year. Please exercise your right to vote as soon as possible by completing, signing, dating, and returning your enclosed WHITE proxy card by mail in the postage-paid envelope provided, by using Internet voting as described in your enclosed WHITE proxy card, or by following the other instructions for voting on your enclosed WHITE proxy card. If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

(888) 755-7097

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED DECEMBER 27, 2024

Dear Fellow Shareholders,

On behalf of the Board of Directors (the “Board”) of Matthews International Corporation (“Matthews” or the “Company”), I want to thank you for your investment and support of the Company. We are proud that 2025 represents the 175^th anniversary of Matthews’ establishment. During those 175 years, Matthews has repeatedly found innovative ways to expand its core product and service offerings for its clients.

The past 12 months have been a pivotal period for Matthews, and we expect the next 12 months will likely prove to be even more consequential for the future of our company.

The Matthews team, under the leadership of Chief Executive Officer Joseph Bartolacci, delivered a solid performance in fiscal 2024, despite a challenging market environment. Nonetheless, Matthews reported $1.8 billion in consolidated revenue and met our revised guidance target for profitability as we continued to focus on enhancing efficiencies and improving margins.

This continues a track record of strong performance under Joe’s leadership during a period marked by geopolitical, regulatory and economic uncertainty. Since assuming the CEO role in fiscal 2006, Joe has led Matthews through a period of substantial growth as he executed against our strategic plans to both diversify the Company’s businesses and expand the Company’s Memorialization business and to diversify into other core businesses through a number of strategic acquisitions. Thanks to Joe’s strategic vision, Matthews’ Memorialization business is now an industry leader with steady, predictable free cash flow, having grown the segment’s revenue from approximately $445 million in fiscal 2006 to $830 million in fiscal 2024. Over that same period, the Company’s consolidated revenues grew from approximately $700 million in fiscal 2006 to $1.8 billion in fiscal 2024.

Our Diverse Business Segments

In addition to our Memorialization business, Matthews also owns and operates two other diverse business segments which service diverse clients, many of which are Fortune 100 companies, in various locations throughout the world. These segments have substantial upside value that we do not believe is reflected in our current market valuation.

Over the past several years, we have undertaken a significant effort to transform SGK Brand Solutions, which has included cost reductions, strategic pricing initiatives and focused growth investments. Thanks to these efforts, we are now seeing stable performance, with SGK ending fiscal 2024 with three consecutive quarters of sequential sales growth and improving margins. We believe SGK is now better positioned for renewed growth and value creation in fiscal 2025 and beyond.

We believe that our Industrial Technologies segment, which includes our Energy Solutions business, has significant upside potential as it reflects our growth and innovation capabilities, the dynamic nature of our R&D capabilities and the breadth and depth of our engineering talent. Under Joe’s leadership, our Energy Solutions business discovered alternative usage for its advanced precision rotary processing capabilities and is now providing equipment for the production of lithium-ion batteries and capacitors, as well as both the development and optimization of manufacturing processes for hydrogen fuel cell components. Indeed, the internal advancement of our highly proprietary solutions have created new commercial opportunities for Matthews which were not even being discussed less than 10 years ago and now offer significant value for the worldwide electric vehicle transition, will be in high demand for years to come.

Ongoing Review of Strategic Alternatives

We recognize our three business segments have varied growth trajectories with different capital needs and as a result, the Board launched – and publicly announced in November – an evaluation of strategic alternatives for all of our businesses. We retained J.P. Morgan to support this evaluation and believe there are a number of ways to

unlock the value of our diverse business segments. The Board is extremely focused on delivering long-term value creation. With that in mind, we expect to announce several initiatives over the course of the 2025 fiscal year that will help us achieve this goal.

As you reflect on how to vote your shares at this year’s Annual Meeting, I hope you appreciate how serious this Board has taken its commitment to protecting your investment and to unlocking the valuable assets within Matthews. In an effort to introduce diverse perspectives and enhance shareholder value, the Company has prioritized Board refreshment, appointing three new directors since October 2020 and nominating one new candidate for election to the Board at the Annual Meeting.

The rest of this Proxy Statement details the decisions you will face, which include a competing slate of director nominees proposed by Barington Capital (“Barington”). We believe Barington is misguided in its approach and does not fully appreciate the work the Board has done to protect and enhance shareholder value.

Given the significance of the vote at this year’s Annual Meeting, I am respectfully asking that you carefully examine the qualifications and skills of the current Matthews Board and our three nominees, Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman, compared to the Barington’s candidates. In doing so, we believe you will reach the same conclusion that we have – that our refreshed Board is best positioned to serve the interests of the Company and our shareholders.

Your Vote is Important

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be conducted at the Annual Meeting. You will also find a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of the Board of Directors of Matthews. This year, your WHITE proxy card looks different as proxy rules require that we list Barington’s nominees in addition to the Board’s nominees.

Your vote is important, and we ask that you please vote “FOR” the election of our three nominees: Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman using the WHITE proxy card.

You may receive solicitation materials from Barington, including proxy statements, mailings and proxy cards. The Board of Directors urges you to disregard any such materials and does not endorse any of Barington’s nominees.

If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor, Georgeson, at:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

(888) 755-7097

We appreciate your ongoing support and investment in Matthews International.

Thank you,

Alvaro Garcia-Tunon

Chairman of the Board

Matthews International Corporation

Proxy Statement

Table of Contents

Matthews International Corporation

Two NorthShore Center

Pittsburgh, Pennsylvania 15212 - 5851

1-412-442-8200

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on [●], 2025

The Company’s 2025 Proxy Statement and the Annual Report to Shareholders for the fiscal year ended September 30, 2024 are available free of charge on the Company’s website at http://www.matw.com/investors/sec-filings. You may also obtain copies of the Company’s 2025 Proxy Statement and Annual Report, free of charge, by contacting the Company’s Investor Relations Department at Matthews International Corporation, Two NorthShore Center, Pittsburgh, Pennsylvania 15212-5851, Attention: Investor Relations, telephone (412) 442-8200.

Important Notice Regarding Forward-Looking Information Contained in this Proxy Statement

Any forward-looking statements contained in this Proxy Statement are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, and may be identified by the use of words such as “expects,” “believes,” “intends,” “projects,” “anticipates,” “estimates,” “plans,” “seeks,” “forecasts,” “predicts,” “objective,” “targets,” “potential,” “outlook,” “may,” “will,” “could” or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from management’s expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company’s results to differ materially from the results discussed in such forward-looking statements principally include uncertainties regarding future actions that may be taken by Barington in furtherance of its intention to nominate director candidates for election at the Company’s 2025 Annual Meeting, potential operational disruption caused by Barington’s actions that may make it more difficult to maintain relationships with customers, employees or partners, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company’s products, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company’s acquisitions and divestitures, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company’s internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company’s control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the outcome of the Company’s dispute with Tesla, Inc. (“Tesla”), the Company’s plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company’s plans and expectations with respect to its Board, and other factors described in the Company’s Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission (the “SEC”).

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Information referenced in this Proxy Statement

The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.

PROXY STATEMENT

The accompanying WHITE proxy card is solicited by the Board of Directors (the “Board”) of Matthews International Corporation (“Matthews,” the “Company,” “we,” “us” or “our”) whose principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212. This Proxy Statement is being sent and made available to shareholders on or about [●], 2025.

Execution of the proxy will not affect a shareholder’s right to attend the virtual Annual Meeting and vote “in person.” Any shareholder giving a proxy has the right to revoke it at any time before it is voted by giving notice to the Corporate Secretary by following the instructions described under “Questions and Answers About Our Annual Meeting—Can I change my vote after submitting my proxy?” or by attending the virtual Annual Meeting and voting “in person.” See the “Questions and Answers About Our Annual Meeting” section for additional details.

Matters to be considered at the annual meeting of the shareholders of the Company (the “Annual Meeting”) are those set forth in the accompanying Notice of Annual Meeting of the Shareholders (the “Notice”). Shares represented by proxy will be voted in accordance with instructions. If you are a registered holder and you return a properly signed WHITE proxy card, but do not specify how you want your shares voted, they will be voted FOR each of the Board’s nominees, Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman, set forth in Proposal 1 and FOR the proposals set forth in Proposals 2, 3 and 4. If you return a properly signed WHITE proxy card with fewer than three director nominees marked “FOR,” only the marked nominees will be voted; if you vote “FOR” more than three nominees on your WHITE proxy card no votes will be cast with respect to the election of directors.

Management of the Company does not intend to bring before the meeting any business other than that set forth in the Notice. If any other business should properly come before the meeting, it is the intention of management that the persons named in the WHITE proxy card will vote in accordance with their best judgment.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting. This Proxy Statement and the related proxy materials were first mailed to shareholders and made available on the Internet on or about [●], 2025.

Annual Meeting of Shareholders

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Board Recommendations on Voting Matters

The Board of Directors unanimously recommends that you vote your shares with respect to the proposals as follows:

Board Nominees

You are being asked to vote on the election of nominees to serve on the Board, for a term of three years to fill the class of directors whose term expires in 2028. Additional information about the background and experience of the three nominees recommended by the Board can be found beginning on page 43.

THE BOARD UNANIMOUSLY RECOMMEND VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES IN PROPOSAL 1 USING THE ENCLOSED WHITE PROXY CARD.

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THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY BARINGTON, EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.

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Corporate Governance Highlights (Page 29)

We are committed to good corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Our corporate governance practices are described in greater detail in the “General Information Regarding Corporate Governance” section. Highlights include:

Board Skills and Experience

Board Refreshment

Since October 2020, the Governance and Sustainability Committee and the Board have worked to refresh the Board of Directors and has retained a third-party national search firm to advise the Governance and Sustainability Committee with identifying and retaining such directors. As a guide, they have worked with management to develop a matrix for use in evaluating potential director candidates and assist in board succession planning. Such matrix includes a number of factors that the Governance and Sustainability Committee and the Board consider important for assessing the qualifications of potential nominees and current directors, utilizing a broad range of criteria, including, but not limited to, background, relevant industry expertise, tenure on the Board, diversity (including knowledge, experience, expertise, gender, race, ethnicity, sexual orientation, culture, thought and geography) and business acumen and experience. In October 2020, the Board appointed Lillian D. Etzkorn to serve as a member of the Board and in February 2023, the Board appointed Aleta W. Richards to serve as a director following a nationwide search conducted by a third-party firm. Further, in April 2024, the Board appointed Francis S. Wlodarczyk following a consulting period, during which Mr. Wlodarczyk demonstrated his extensive knowledge of global manufacturing industries, and in particular the automation industry, which the Board has identified as a growth opportunity for the Company. As set forth in this Proxy Statement, the Board has also nominated J. Michael Nauman to serve as a director in the Class of 2028. Mr. Nauman was identified as a well-qualified candidate based on a nationwide search conducted by a third-party firm.

Retirement and Conditional Resignation Policies

Change in Principal Employment. The Company’s Corporate Governance Guidelines provide that an employee member must offer to submit his or her letter of resignation as a director upon his or her retirement or

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termination of employment, and if such offer is accepted, such employee member can remain on the Board for a period of no longer than one year following retirement from, or termination of, employment with the Company. Additionally, the Company’s Corporate Governance Guidelines provide that any director must offer to submit his or her letter of resignation as a director upon a change in principal occupation that differs from that which they were engaged and elected to the Board. The Board, with input from the Governance and Sustainability Committee and the Chief Executive Officer, will consider whether to accept such offer.

Maximum Age for Director Nominees. The Company’s Amended and Restated By-laws and Corporate Governance Guidelines provide that no person may be eligible for nomination, nor elected to fill a vacancy on the Board of Directors, after attaining 75 years of age, and any director that, if nominated, would attain 75 years of age during such term as a director, shall retire from the Board of Directors immediately prior to the next annual meeting of the shareholders following such director attaining 75 years of age.

Conditional Resignation upon Failure to Obtain a Majority Vote in an Uncontested Election. The Board of Directors has also implemented a director resignation policy under the Company’s Corporate Governance Guidelines. The director resignation policy requires each nominee to the Board of Directors, prior to any election of directors, to submit a conditional resignation to the Board of Directors in connection with such nominee’s nomination. In the event a nominee fails to receive the vote of at least a majority of the votes cast in an uncontested election, such director is required under the Company’s Corporate Governance Guidelines to conditionally resign from the Board, and the Governance and Sustainability Committee will make a recommendation to the Board whether to accept or reject the tendered conditional resignation. The Board of Directors must act on the tendered resignation, taking into account the Governance and Sustainability Committee’s recommendation, within 90 days from the date of the certification of the election results. The Board shall promptly disclose its decision regarding the tendered resignation by furnishing a Current Report on Form 8-K to the SEC, including its rationale for accepting or rejecting the tendered resignation. If the Board accepts a director’s tendered resignation, the Board, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board, pursuant to the Amended and Restated By-laws of the Company. If a director’s resignation is not accepted by the Board, such director will continue to serve in accordance with existing Company regulations. Any director whose tendered resignation is being considered shall not participate in the deliberations conducted by the Governance and Sustainability Committee or the Board.

Board Attributes and Practices

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Other Governance Best Practices

Investor Engagement

We engage with investors and analysts through conference calls, broker conferences, one-on-one meetings, and non-deal roadshows throughout the year. We typically discuss our financial position, strategic priorities, business outlook, and other topics of importance to investors. We are committed to maintaining an active dialogue with investors to better understand their perspectives and consider their ideas as we continue to evolve our corporate governance and business practices, and public disclosures.

The security holders of the Company may communicate in writing to the Board of Directors by sending such communication to the Board or a particular director in care of Steven F. Nicola, Chief Financial Officer and Secretary, at the Company’s principal executive offices. At present, such communications will be directly forwarded to the Board or such particular director, as applicable. The Board has authorized Mr. Nicola, in his discretion, to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the Board.

Approval of the adoption of the Second Amended and Restated 2017 Equity Incentive Plan

We are requesting that the shareholders approve the adoption of the Second Amended and Restated 2017 Equity Incentive Plan. Such approval is requested to increase the number of shares available for grant under the plan in order to continue to provide short and long-term equity under this plan.

Ratification of the Selection of our Independent Registered Public Accounting Firm for Fiscal Year 2025

We are requesting that shareholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The table below shows the fees paid by the Corporation to Ernst & Young LLP, the independent public accounting firm for the fiscal years ended September 30, 2024 and 2023.

Additional information about our relationship with our independent registered public accounting firm can be found in “Relationship with Independent Registered Public Accounting Firm” starting on page 98 of this Proxy Statement.

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Approval of an Advisory (Non-binding) Vote on the Executive Compensation of the Company’s Named Executive Officers

We are requesting that the shareholders approve an advisory (non-binding) vote on the Executive Compensation of the Company’s named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is presenting this proposal to give shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting for or against the resolution provided in Proposal 4. The Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

Executive Compensation Program Highlights

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvements in the Company’s operating results and appreciation in our stock value.

The principal objectives of the Company’s executive compensation program for the Company’s named executive officers and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of our philosophy is to:

The following executive compensation practices and policies have been adopted by the Committee to ensure sound corporate governance and alignment of the interests of executives and the Company’s shareholders. Many of these policies and practices have been adopted to discourage excessive risk-taking by our executive team.

What We Do:

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What We Don’t Do:

Additional information about our compensation philosophy and program, including compensation determinations for each of our named executive officers, can be found in the “Executive Compensation and Retirement Benefits” starting on page 66 of this Proxy Statement.

We encourage you to read the entire Proxy Statement and to vote your shares using the instructions on the WHITE proxy card for the Annual Meeting. We encourage you to submit a proxy using the instructions on the WHITE proxy card so that your shares will be represented and voted for each of the proposals described in this Proxy Statement.

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

We sent you this Proxy Statement and the enclosed WHITE proxy card because the Board is soliciting your proxy to vote at the 2025 Annual Meeting of Shareholders, or any adjournment or postponement thereof. You are invited to attend the Annual Meeting and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed WHITE proxy card or submit your proxy through the Internet or by telephone according to the instructions contained in the enclosed WHITE proxy card. If you are a beneficial owner of our shares, the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

This Proxy Statement and the WHITE proxy card, which contains instructions on how to vote your shares, together with our annual report, is first being mailed on or about [●], 2025 to all shareholders entitled to receive notice of and to vote at the Annual Meeting.

If you receive multiple copies of this Proxy Statements or WHITE proxy cards, this may mean that you have more than one account with brokers or our transfer agent. Please vote ALL of your shares. We also recommend that you contact your broker and our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A. (“Computershare”). You can contact Computershare by calling (888) 294-8217.

Since Barington has nominated alternative director candidates and commenced a proxy contest, we will likely conduct multiple mailings prior to the Annual Meeting date to ensure shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. The latest dated proxy you submit will be counted, and, IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD OF DIRECTORS ON PROPOSAL 1, THEN YOU SHOULD ONLY SELECT THE THREE DIRECTOR NOMINEES RECOMMENDED BY THE BOARD OF DIRECTORS ON THE WHITE PROXY CARD.

The Annual Meeting will be held at [●] [AM/PM] (EST) on [●], [●], 2025.

The Annual Meeting will be conducted completely online via the Internet. You may only participate in the virtual meeting by registering in advance at www.cesonlineservices.com/matw25_vm prior to the deadline of 11:59 PM (EST) on [●], 2025. Please have your proxy card, voting instruction form, or other communication containing your 16-digit control number available and follow the instructions to complete your registration request. If you are a holder of record and you have misplaced your virtual control number, please call our proxy solicitor Georgeson toll-free (888) 755-7097. If you are a beneficial holder, you must obtain a legal proxy from your broker, bank or other nominee to participate in the Annual Meeting. Upon completing registration, shareholders will receive a confirmation email with a link and instructions for accessing the Annual Meeting.

We encourage you to access the Annual Meeting before the start time of [●] [AM/PM] (EST), on [●], [●], 2025. Please allow ample time for online check-in, which will begin at [●] [AM/PM] (EST) on [●], [●], 2025. We will have a support team ready to assist attendees with any technical difficulties they may have accessing or hearing the audio webcast of the meeting.

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Shareholders of record who participate in the virtual Annual Meeting by way of the website above or the link provided following registration will be considered to have attended the meeting “in person,” as such term is used in this Proxy Statement, including for purposes of determining a quorum and counting votes.

All shareholders who register to attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Shareholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.

Shareholders that pre-register for the Annual Meeting (see “When and where will the Annual Meeting be held? How can I attend the virtual Annual Meeting?”) may also vote during the meeting by clicking on the “Shareholder Ballot” link that will be available on the meeting website during the Annual Meeting.

Only shareholders of record at the close of business on [●], 202[●] will be entitled to vote at the Annual Meeting. At the close of business on the record date, there were [●] shares of Common Stock outstanding and entitled to vote and no shares of preferred stock outstanding or entitled to vote. The holders of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on the record date. The process for voting at the Annual Meeting depends on how you hold your shares of Common Stock. Generally, you may hold Common Stock in your name as a “record holder” or in an account with a bank, broker, or other nominee (i.e., in “street name”).

Shareholder of Record: Shares Registered in Your Name

If at the close of business on [●], 202[●], you are a record shareholder (i.e., you hold your shares through our transfer agent, Computershare), you may vote either “in person” at the virtual Annual Meeting or by proxy. Shareholders of record may vote directly by simply accessing the virtual ballot available on the Annual Meeting website. Whether or not you plan to attend the Annual Meeting, we urge you to complete and return the enclosed WHITE proxy card or submit your proxy through the Internet or by telephone by following the instructions provided in the WHITE proxy card to ensure that your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If at the close of business on [●], 202[●], you hold your shares in “street name,” then these proxy materials are being forwarded to you by the brokerage firm, bank, dealer or other similar organization in which you have an account holding your shares of Common Stock. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Certain of these institutions offer the ability to direct your agent how to vote through the Internet or by telephone. You are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote your shares “in person” at the virtual Annual Meeting unless you request and obtain a valid legal proxy issued in your name from your broker, bank or other agent considered the shareholder of record of the shares. You must obtain a legal proxy from the bank, broker or other nominee of your shares and submit the legal proxy in order to be entitled to vote those shares at the Annual Meeting. Follow the instructions provided by your brokerage firm

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or bank. Please note that obtaining a legal proxy may take several days, so please request your legal proxy in advance of the date of the Annual Meeting if you intend to vote at the meeting. If you have requested a legal proxy online, and you have not received an email with your legal proxy within two business days of your request, contact your brokerage firm or bank. If you have requested a legal proxy by mail, and you have not received it within five business days of your request, contact your brokerage firm or bank. You may submit your legal proxy either (i) in advance of the Annual Meeting by attaching the legal proxy and a proxy card with your voting instructions (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to our proxy solicitor Georgeson at GeorgesonMATW@Georgeson.com or (ii) along with your voting ballot during the Annual Meeting. We must have your legal proxy in order for your vote submitted during the Annual Meeting to be valid. To avoid any technical difficulties on the day of the Annual Meeting, we encourage you to submit your legal proxy in advance of the Annual Meeting by attaching the legal proxy and a proxy card with your voting instructions (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to GeorgesonMATW@Georgeson.com to ensure that your vote is counted, rather than wait to upload the legal proxy during the Annual Meeting. Multiple legal proxies must be combined into one document for purposes of uploading them with your ballot on the Annual Meeting website.

Please note that you may vote by proxy prior to [●], 2025 and still attend the Annual Meeting. Even if you currently plan to attend the Annual Meeting webcast, we strongly recommend that you also submit your WHITE proxy card as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. If you hold your shares in street name, we urge you to submit your WHITE proxy card in advance as described below.

The purpose of the Annual Meeting is to consider and act upon the following:

PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD LOOKS DIFFERENT. PROXY RULES REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST THE BARINGTON NOMINEES IN ADDITION TO THE BOARD’S NOMINEES. PLEASE MARK YOUR WHITE PROXY CARD CAREFULLY AND VOTE FOR ONLY THE THREE NOMINEES AND THE PROPOSALS RECOMMENDED BY THE BOARD.

Regardless of whether you plan to attend the virtual-only Annual Meeting, we urge you to vote your shares as soon as possible.

Barington, an activist investor beneficially owning approximately 2% of our outstanding Common Stock, has notified us of its intention to nominate three individuals for election to the Board of Directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. You may receive proxy solicitation materials from Barington. We are not responsible for the accuracy or completeness of any information contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Barington or any other statements that they may otherwise make.

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The Board of Directors does not endorse any of the Barington Nominees and unanimously recommend that you vote “FOR” all of the Board of Directors’ nominees, “FOR” each of the management proposals 2, 3 and 4, and “WITHHOLD” on the Barington Nominees on the enclosed WHITE proxy card.

The Board urges you to disregard any materials and NOT to sign, return or vote using any gold proxy card sent to you by or on behalf of Barington. Voting to “WITHHOLD” with respect to any of the Barington Nominees on a gold proxy card sent to you by Barington is not the same as voting for the Board of Director’s nominees, because a vote to “WITHHOLD” with respect to any of the Barington Nominees on Barington’s gold proxy card will revoke any WHITE proxy card you may have previously submitted. To support our director nominees, you should vote “FOR” all of the nominees of the Board of Directors and vote to “WITHHOLD” on the Barington Nominees on the WHITE proxy card.

If you have already voted using a proxy card sent to you by Barington, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting “in person” at the virtual Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein. If you are a beneficial owner of our shares, the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

Barington has notified us that it intends to propose three nominees to the Board of Directors for election at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. We have provided you with the enclosed WHITE proxy card. Barington may send you a gold proxy card.

The Board of Directors unanimously recommend using the enclosed WHITE proxy card to vote “FOR” ONLY the Board of Directors’ nominees and “WITHHOLD” on the Barington Nominees. The Board of Directors recommends that you simply DISREGARD the gold proxy card.

If Barington proceeds with its previously announced nominations, we will likely conduct multiple mailings prior to the date of the meeting to ensure that shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every WHITE proxy card you receive. The latest dated proxy card you submit will be counted, and, if you wish to vote as recommended by the Board, then you should submit only WHITE proxy cards.

As a result of proxy rules adopted by the SEC, both the Company and Barington are required to name all nominees for election at the Annual Meeting on their respective proxy cards that are distributed to our shareholders. The Board of Directors does NOT endorse the election of the Barington Nominees and urges you not to vote for any of the three Barington Nominees on any proxy card. You can best support the Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote ONLY “FOR” the Board of Directors’ recommended nominees and proposals and “WITHHOLD” on all other nominees, in accordance with the Board of Directors’ recommendations. If you have questions or need assistance voting, please contact Georgeson, our proxy solicitor, using the contact information below.

Aside from (i) the election of three directors for a three year term; (ii) the proposal to approve of the adoption of the Second Amended and Restated 2017 Equity Incentive Plan; (iii) the ratification of the appointment of

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Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025; and (iv) an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers, the Board knows of no matters to be presented at the Annual Meeting. If any other business should properly come before the meeting, it is the intention of management that the persons named in the WHITE proxy card will vote in accordance with their best judgment.

The Board of Directors unanimously recommends that you vote your shares with respect to the proposals as follows:

The Board of Directors does not endorse any of the Barington Nominees and unanimously recommend that you vote “FOR” all of the Board of Directors’ nominees, “FOR” each of Proposals 2, 3 and 4, and “WITHHOLD” on the Barington Nominees on the enclosed WHITE proxy card.

The Board of Directors urges you to disregard any materials and NOT to sign, return or vote using any gold proxy card sent to you by or on behalf of Barington. Voting to “WITHHOLD” with respect to any of the Barington Nominees on a gold proxy card sent to you by Barington is not the same as voting for the Board of Directors’ nominees, because a vote to “WITHHOLD” with respect to any of Barington’s director nominees on Barington’s gold proxy card will revoke any WHITE proxy card you may have previously submitted. To support our director nominees, you should vote “FOR” all of the Board of Directors’ nominees and “WITHHOLD” on the Barington Nominees on the WHITE proxy card.

If you have already voted using a gold proxy card sent to you by Barington, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting “in person” at the virtual Annual Meeting. Only your latest dated proxy card will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein. If you are a beneficial owner of our shares, the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

For Proposal No. 1, you may vote “For” each of the director nominees or “Withhold” from voting, but you may only vote for no more than three nominees. If you return a properly signed WHITE proxy card with less than three director

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nominees marked “FOR,” only the marked nominees will be voted; if you vote “FOR” more than three nominees on your WHITE proxy card, no votes will be cast with respect to the election of directors. For Proposals 2, 3 and 4, you may vote “FOR” or “AGAINST” or abstain from voting. The procedures for voting are described below, based upon your form of ownership.

PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD OR WHITE VOTING INSTRUCTION FORM, AS APPLICABLE, LOOKS DIFFERENT. PROXY RULES REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST THE BARINGTON NOMINEES IN ADDITION TO THE BOARD’S NOMINEES. PLEASE MARK YOUR WHITE PROXY CARD OR WHITE VOTING INSTRUCTION FORM CAREFULLY AND VOTE FOR ONLY THE THREE NOMINEES AND THE PROPOSALS RECOMMENDED BY THE BOARD.

Regardless of whether you plan to attend the virtual-only Annual Meeting, we urge you to vote your shares as soon as possible.

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote “in person” at the virtual Annual Meeting. If you do not wish to vote at the Annual Meeting or you will not be attending the Annual Meeting, you may vote by proxy. You may vote by proxy using the enclosed WHITE proxy card, vote by proxy on the Internet or vote by proxy over the telephone. The procedures for voting by proxy are as follows:

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a WHITE proxy card and voting instructions with these proxy materials from that organization rather than from the Company. To ensure that your vote is counted, simply complete and mail the WHITE voting instruction form or, if provided by your agent, follow the instructions for submitting your voting instructions through the Internet or by telephone. If you are a beneficial owner of our shares, the availability of telephone and Internet voting will depend on the voting process of the broker or nominee. To vote “in person” at the Annual Meeting, you must obtain a valid legal proxy from your broker, bank or other agent in whose name the shares are registered. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy. Because of the contested nature of the election, if you do not give instructions to your broker, your broker may not be able to vote your shares with respect to any of the proposals. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed WHITE voting instruction form, to vote your shares in line with the Board’s recommendations on the WHITE voting instruction form.

The Board urges you to disregard any materials and NOT to sign, return or vote using any gold proxy card sent to you by or on behalf of Barington. Voting to “WITHHOLD” with respect to any of the Barington Nominees on a gold proxy card sent to you by Barington is not the same as voting for our director nominees, because a vote to “WITHHOLD” with respect to any of the Barington Nominees on Barington’s gold proxy card will revoke any WHITE proxy you may have previously submitted. To support our director nominees, you should vote “FOR” all of our director nominees and “WITHHOLD” on the Barington Nominees on the WHITE proxy card.

If you have already voted using a proxy card sent to you by Barington, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet

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address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting “in person” at the virtual Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.

If you are a beneficial owner of our shares, the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

If you have any questions or require any assistance with voting your shares, please call our proxy solicitor:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

(888) 755-7097

On each matter to be voted upon, holders of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on [●], 202[●], the record date for the Annual Meeting. As provided in the Company’s Restated Articles of Incorporation, cumulative voting is not applicable to the election of directors.

We will bear the cost of soliciting proxies for the Annual Meeting. We will ask banks, brokerage houses, fiduciaries and custodians holding shares of the Company’s Common Stock in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such shares, and we will reimburse them for their reasonable expenses in doing so. We and our directors, officers and regular employees may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other regular employees for such services.

As a result of the potential proxy solicitation by Barington, we will incur additional costs in connection with our solicitation of proxies. We have hired Georgeson LLC (“Georgeson”) to assist us in soliciting proxies for a fee estimated to be $220,000. Georgeson expects that approximately 15 of its associates will assist in the solicitation. In addition, the Company has agreed to indemnify Georgeson against certain losses arising out of, or relating to, the engagement. The aggregate expenses incurred by the Company to date in furtherance of, or in connection with, the solicitation are approximately $0.4 million. We anticipate that our total expenditures will be approximately $0.9 million to $1.0 million. The actual amount of expenditures could be higher or lower depending upon the facts and circumstances arising in connection with this solicitation.

Other than persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of the solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock. Appendix A sets forth information relating to certain of the Company’s directors, director nominees and certain executive officers and employees who are considered “participants” in the Company’s solicitation under the rules of the SEC by reason of their position as directors of the Company or because they may be soliciting proxies on the Company’s behalf.

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Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a shareholder of record, you may revoke your proxy in any one of the following ways:

If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee to revoke your proxy. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

Votes will be counted by the judge of election appointed for the Annual Meeting.

We must vote your shares as you have instructed. If there is a matter on which a shareholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted according to the recommendations of the Board of Directors as follows:

This authorization would exist, for example, if a shareholder of record merely signs, dates and returns the WHITE proxy card but does not indicate how its shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of the proxies.

If your shares are held in street name, see “What is a broker non-vote?” below regarding the ability of brokers, banks and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion and regarding broker non-votes.

If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when you fail to provide your broker with voting instructions at least 10 days before the Annual Meeting and the broker does not have the discretionary authority to vote your shares on a particular proposal because the proposal is not a “routine” matter under applicable rules. To the extent that Barington

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provides a gold proxy card or voting instruction form to shareholders who hold their shares in street name, all of the proposals presented at the Annual Meeting will be considered “non-routine” matters, and brokers will not have discretionary voting authority to vote on any of the proposals presented at the Annual Meeting. If, however, Barington does not provide a gold proxy card or voting instruction form to shareholders who hold their shares in street name, then Proposal 3 would be considered to be a routine matter, and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions. However, in that event, it is possible that a broker may choose not to exercise discretionary authority with respect to Proposal 3. In that case, if you do not instruct your broker how to vote with respect to Proposal 3, your broker may not vote with respect to such proposal. Therefore, we encourage you to instruct your broker, bank, or other nominee to vote your shares by executing and returning the enclosed WHITE proxy card or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card.

Proposal 1: Election of three directors of the Company for a term of three years

As a result of Barington notifying the Company of its intent to nominate candidates for election as directors at the Annual Meeting, the election of directors will be considered a contested election and, as provided under Section 1758(b)(2) of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”), the nominees for election as directors receiving the highest number of votes cast shall be elected, which we refer to as the “plurality of votes cast,” with regard to the election of a directors. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining whether there is a quorum at the Annual Meeting, but will not be considered to have been voted for the director nominee. Broker non-votes will also not be considered to have been voted for any director nominee.

Proposal 2: Approval of the adoption of the Second Amended and Restated 2017 Equity Incentive Plan

The proposal to adopt the Second Amended and Restated 2017 Equity Incentive will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal, which we refer to as a “majority of votes cast.” If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Proposal 3: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025

Shareholder ratification of the appointment of our independent registered public accounting firm is not required, but the Board of Directors is submitting the appointment of Ernst & Young LLP for ratification in order to obtain

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the views of our shareholders. This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal. If you submit a properly executed WHITE proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Because Barington has initiated a proxy contest, broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved. If, however, Barington does not provide a gold proxy card or voting instruction form to shareholders who hold their shares in street name, then Proposal 3 would be considered to be a routine matter, and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions. See “What is a broker non-vote?”

If the appointment of Ernst & Young LLP is not ratified, the selection of an alternative independent registered accounting firm will be considered by the Audit Committee; provided, further, however, even if the shareholders do ratify the selection of Ernst & Young LLP, the Audit Committee reserves the right, at any time, to designate and retain a different independent registered public accounting firm to audit the records of the Company for the year ended September 30, 2025.

Proposal 4: Advisory (non-binding) vote to approve the executive compensation of the Company’s named executive officers

The compensation of the Company’s named executive officers as described in this Proxy Statement will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” The proposal. If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Abstentions will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as “votes cast” either in favor of or against a particular proposal. To the extent broker non-votes arise in the limited circumstances noted above, such broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as “votes cast” either in favor of or against a particular proposal.

If you do not revoke a proxy given in favor of one or more of Barington’s nominees prior to the Annual Meeting and Barington abandons its solicitation or fails to comply with the requirements of SEC Rule 14a-19 or the Company’s bylaws (by, for example, failing to solicit the requisite number of holders of the Company’s outstanding Common Stock), proxies solicited for Barington’s nominees will not be counted for purposes of determining whether there is a quorum at the Annual Meeting and will not be considered to have been voted for the director nominee(s). The Board of Directors does NOT endorse the election of the Barington Nominees and urges you to vote “FOR” only the nominees recommended by the Board of Directors. You can best support the Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote ONLY “FOR” the Board of Directors’ recommended nominees and proposals and “WITHHOLD”

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on all other nominees in accordance with the Board of Directors’ recommendations. If you have previously signed a proxy card sent indicating a vote for the Barington Nominees, you may change your vote to vote ONLY for the Board of Directors’ recommended nominees by marking, signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting via the Internet or by telephone by following the instructions on your WHITE proxy card, and, in each case, voting only for the Board of Directors’ nominees.

A quorum of shareholders is necessary to hold a valid meeting. The holders of a majority of the shares entitled to be voted upon any proposal to be considered at the virtual Annual Meeting, present in person or by proxy, constitutes a quorum. At the close of business on [●], 202[●], the record date, there were [●] shares of Common Stock outstanding. Thus, a total of [●] shares are entitled to vote at the Annual Meeting and holders of Common Stock representing at least [●] votes must be represented at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid legal proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you vote at the Annual Meeting. “Withhold” votes, abstentions and broker non-votes will be counted towards the quorum requirement. If the Annual Meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine but, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors.

The Company has retained First Coast Results, Inc. (“First Coast”) to serve as independent judge of election. In such capacity, First Coast will count, tabulate and certify votes at the Annual Meeting.

Terry L. Dunlap and Alvaro Garcia-Tunon each has an interest in Proposal 1—Election of Directors, as each of Mr. Dunlap and Mr. Garcia-Tunon is currently a member of the Board of Directors. Our executive officers have an interest in Proposal 2—Approval of the adoption of the Second Amended and Restated 2017 Equity Incentive Plan, as shares utilized for equity compensation for some of our executive officers are, or may be in the future, subject to this vote. Members of the Board and our executive officers do not have any interest in Proposal 3—Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025. Our executive officers have an interest in Proposal 4—Advisory (non-binding) vote to approve the executive compensation of the Company’s named executive officers, as compensation for some of our executive officers is subject to this vote.

The Company’s Fiscal Year 2024 Annual Report on Form 10-K accompanies this Proxy Statement. This document constitutes the Company’s Fiscal Year 2024 Annual Report to Shareholders, and is being mailed to all shareholders entitled to receive notice of and to vote at the Annual Meeting. Except as otherwise stated, the Fiscal Year 2024 Annual Report on Form 10-K is not incorporated into this Proxy Statement and should not be considered proxy solicitation material.

This Proxy Statement and the accompanying WHITE proxy card are being sent and made available to shareholders on or about [●] [●], 2025. A copy of the Company’s Annual Report for fiscal year 2024 will be mailed with this Proxy Statement and is available online at www.matw.com/investors/sec-filings.

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Barington’s proxy statement is required to include certain information about the Barington Nominees, including information concerning material proceedings in which the Barington Nominees are adverse to the Company or have an interest adverse to the Company, biographical information, arrangements with the Barington Nominees pursuant to which they were selected as director nominees, transactions between the Company and the Barington Nominees, and information concerning the independence of the Barington Nominees. You may access Barington’s proxy solicitation materials and other relevant documents, without cost, via the SEC’s website at www.sec.gov. We are not responsible for the accuracy of any information provided by or relating to Barington or the Barington Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Barington or any other statements that Barington may otherwise make.

Preliminary voting results are expected to be announced at the Annual Meeting and will also be disclosed in a Current Report on Form 8-K (the “Form 8-K”) that we will file with the SEC within four business days of the date of the Annual Meeting. In the event the results disclosed in the Form 8-K are preliminary, we will subsequently amend the Form 8-K to report the final voting results within four business days of the date that such results are known.

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BACKGROUND TO THE SOLICITATION

The summary below details the significant contacts between the Company and Barington beginning in the fall of 2022 through the date of this proxy statement. Barington previously sought to place James A. Mitarotonda, the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P., Javier Perez and Lisa Pollina, on the Board starting in December 2022. Ultimately, the parties entered into the Settlement Agreement (as defined below) and Barington withdrew the nominations. The summary below includes a very brief description of events surrounding the prior nominations as well as the events during the term of the Settlement Agreement and focuses in more detail on the events in the current proxy contest. This summary does not purport to catalogue every conversation of or between members of the Board, the Company’s management and the Company’s advisors, on the one hand, and representatives of Barington and its advisors relating to Barington’s solicitation, on the other hand.

2023 Annual Meeting (as defined below)

In the fall of 2022, the Governance and Sustainability Committee and the Board continued its work to refresh the Board with directors and have retained a third-party national search firm to advise the Governance and Sustainability Committee with identifying and retaining such directors (the “Director Refreshment Initiative”).

On December 4, 2022, Barington Companies Equity Partners, L.P. (“Barington Equity”) submitted a letter to the Company regarding a Notice of Intention to Nominate Persons for Election as Directors at the 2023 Annual Meeting of Stockholders of the Company (including any related materials, demands or notices, the “2023 Nomination Letter”), notifying the Company of its intent to nominate James A. Mitarotonda, Javier Perez and Lisa Pollina for election to the Board of Directors at the 2023 annual meeting of shareholders of the Company (including any adjournment or postponement thereof, the “2023 Annual Meeting”).

On December 15, 2022, the Governance and Sustainability Committee met to discuss the nominees set forth in the 2023 Nomination Letter and instructed Mr. Bartolacci and Mr. Walters to coordinate interviews for such nominees. The Governance and Sustainability Committee also assessed the process for considering such nominees and considered the qualifications of the class of 2023 for re-nomination, as well as the nominees set forth in the 2023 Nomination Letter. The Governance and Sustainability Committee also retained a national professional search firm to support its candidate diligence process.

On the afternoon of December 15, 2022, Mr. Bartolacci and Mr. Mitarotonda discussed Barington Equity making its nominees available for interviews with the Governance and Sustainability Committee.

On December 16, 2022, the Governance and Sustainability Committee instructed Mr. Walters to schedule interviews with the candidates set forth in the 2023 Nomination Letter as well as other candidates identified by the Governance and Sustainability Committee.

Between December 20-21, 2022, the Governance and Sustainability Committee interviewed the candidates identified in the 2023 Nomination Letter, Mr. Mitarotonda and Ms. Pollina, as well as Aleta Richards, a director candidate identified as part of the Director Refreshment Initiative, and Francis Wlodarczyk, another director candidate identified as part of the Director Refreshment Initiative. Despite the Company’s best efforts and multiple attempts to schedule an interview with Mr. Perez, travel and other scheduling conflicts for Mr. Perez caused him to be unavailable to interview with the Governance and Sustainability Committee. Mr. Perez instead provided written responses to the questions presented by the Governance and Sustainability Committee.

On December 22, 2022, the Governance and Sustainability Committee met to consider the qualifications of each of the candidates who were interviewed by the Governance and Sustainability Committee or responded to questions from the Governance and Sustainability Committee. Based on a review of each candidate’s qualifications, the Governance and Sustainability Committee believes that Dr. Richards and Mr. Wlodarczyk

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were the most qualified candidates to support the then-current needs of the Company and the Board of Directors. The Governance and Sustainability Committee discussed alternative slates of nominations, but did not make any recommendations while due diligence was being conducted by a national professional search firm. The Governance and Sustainability Committee instructed Mr. Bartolacci to speak with Mr. Mitarotonda regarding the results of the interviews and provide updates to the members of the Governance and Sustainability Committee.

On December 26, 2022, during a phone call between Mr. Bartolacci and Mr. Mitarotonda, Mr. Mitarotonda accepted, on behalf of Barington, an offer to serve as an advisor to the Company, and for Barington Equity to withdraw its nomination for the 2023 Annual Meeting. On the same day, Mr. Walters discussed with Peter Smith, outside legal counsel for Barington, the terms of such proposed consulting agreement.

On December 27, 2022, during a meeting of the Governance and Sustainability Committee, Mr. Bartolacci and Mr. Walters updated the Governance and Sustainability Committee regarding their conversations with Mr. Mitarotonda and Mr. Smith the previous day. The Governance and Sustainability Committee instructed management to finalize the proposed consulting agreement and prepare a preliminary proxy statement in the event the agreement could not be finalized. The Governance and Sustainability Committee also considered the slate of nominees in light of the Board’s succession plan.

On December 30, 2022, the Company, Barington Equity, Barington Capital Group, L.P. and Barington Companies Management, LLC (“BCM” and, collectively, the “Barington Group”) entered into an agreement (the “Settlement Agreement”) whereby (a) Barington irrevocably withdrew the 2023 Nomination Letter, agreed not to nominate any person for election to the Board of Directors at the 2023 Annual Meeting, and agreed not to take any further action with respect to the 2023 Nomination Letter or otherwise related to the 2023 Annual Meeting, (b) until the termination of the Settlement Agreement (the “Term”), Barington agreed to (i) cause to be present for quorum purposes all voting securities beneficially owned, directly or indirectly, by the Barington Group or any of its affiliates or associates (the “Barington Shares”), and (ii) cause the Barington Shares to be voted on the Company’s proxy card (A) in favor of the election of all of the director nominees recommended for election to the Board by the Board and against any director nominees recommended for election to the Board by Shareholders and not by the Board, (B) to ratify the appointment of the Company’s independent registered public accounting firm, (C) in any manner the Barington Group desires with respect to any proposals pertaining to a merger, consolidation, business combination or other business transaction, an amendment of the Company’s Restated Articles of Incorporation or Amended and Restated By-laws, or any other fundamental change to or with respect to the Company and (D) in accordance with the Board’s recommendation on all other proposals; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to a proposal by the Company or by Shareholders (other than proposals relating to the election of directors), Barington shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation, (c) the Company appointed BCM as a consultant to the Company during the Term, to advise the Company from time to time with respect to the Company’s business, operations, strategic and financial matters, corporate governance, the composition of the Board and potential candidates for nomination to the Board, (d) the Company agreed to meet with Mr. Mitarotonda, the chief executive officer of BCM, at least four times during each period prior to the date on which notice of nominations for the next annual meeting of shareholders was due during the term of the Settlement Agreement, and (e) the Company agreed to pay BCM a fee of $19,167 during each month of the term and reimburse BCM for the out of pocket costs and expenses of Mr. Mitarotonda to travel to any meetings with the Company. The Settlement Agreement also contained customary terms related to non-disclosure, standstill and non-disparagement.

On February 16, 2023, at the 2023 Annual Meeting, Dr. Richards, a new director candidate identified as part of the Director Refreshment Initiative, was elected to the Board (among other directors).

Events Subsequent to the 2023 Annual Meeting

On September 26, 2023, Mr. Mitarotonda delivered a presentation to the Board, noting that the Company generates cash and, in his view, from a management perspective, is well run. Mr. Mitarotonda also expressed his

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views on capital allocation and strategic alternatives with respect to the Company’s portfolio of businesses. Members of the Board noted that Mr. Mitarotonda’s suggestions were consistent with the Board’s preexisting strategy.

On October 11, 2023, Mr. Bartolacci offered to extend the Settlement Agreement during a call with Mr. Mitarotonda and Mr. Walters. Mr. Mitarotonda accepted and offered to find ways to be more helpful to the Company.

On October 18, 2023, Matthews and Barington agreed to extend the Settlement Agreement, allowing Mr. Mitarotonda to continue to meet with the Company’s business leaders on a quarterly basis.

On April 18, 2024, Mr. Mitarotonda attended a call with Alvaro Garcia-Tunon, the Chairman of the Board of Directors, and Mr. Walters during which Mr. Mitarotonda expressed his views that the Company should pursue a change in management, the Company’s historic merger and acquisition activity has not succeeded in adding value for shareholders, and stated that Barington would not extend the Settlement Agreement so that Barington could nominate a slate of directors. Mr. Garcia-Tunon expressed his view that the stock was being undervalued, but expressed support for the Company’s leadership. Mr. Garcia-Tunon indicated that he would share Mr. Mitarotonda’s views with the Board at its next meeting.

On April 23, 2024, Matthews appointed Mr. Wlodarczyk, a director candidate identified as part of the Director Refreshment Initiative, to the Board.

On October 15, 2024, Mr. Mitarotonda, Mr. Bartolacci and the Company’s representative, Mr. Alfredo Porretti, Managing Director and Global Co-Head of Shareholder Engagement and M&A Capital Markets at J.P. Morgan, met to discuss Barington’s engagement with the Company and, specifically, the Company’s interest in entering into a non-disclosure agreement with Mr. Mitarotonda to permit the Company to discuss various strategies for its portfolio of businesses. Mr. Mitarotonda declined to enter into the non-disclosure agreement.

On October 18, 2024, the Company and Barington agreed to the termination of the Settlement Agreement at the end of the current term.

Over the two year term of the Settlement Agreement, the Board and management maintained an open dialogue with Mr. Mitarotonda and the Barington Group, having no less than 25 meaningful interactions, meeting, in the opinion of the Board and management, all requests for time with the Board and management and providing Mr. Mitarotonda with opportunities to present to the full Board, which he did on September 26, 2023, and members of management, which he did on numerous occasions. During this time, members of the Board and management engaged with Mr. Mitarotonda, and answered questions regarding the business. On various occasions Mr. Mitarotonda was complimentary of the business and its management team.

On October 31, 2024, following months of discussions that were already underway with respect to the Company’s portfolio of businesses, Matthews formally engaged J.P. Morgan Securities LLC to explore strategic alternatives.

On November 15 and December 2, 2024, Mr. Mitarotonda cancelled the quarterly meeting between Barington and the Company’s executive business leaders.

On November 18, 2024, the Governance and Sustainability Committee discussed and assessed the experience, qualifications, skills and other attributes of each of Messrs. Dunlap, Garcia-Tunon and Nauman, the proposed nominees for election at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of the Company. Following its review, the Governance and Sustainability Committee unanimously recommended each of Mr. Dunlap, Mr. Garcia-Tunon and Mr. Nauman to the Board as director nominees for election by the Company’s shareholders at the 2025 Annual Meeting.

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On November 20, 2024, the Board met to review the experience, skills, qualifications and other attributes of each of Messrs. Dunlap, Garcia-Tunon and Nauman, and the recommendation of the Governance and Sustainability Committee relating to the Company’s director nominees for election by the Company’s shareholders at the 2025 Annual Meeting. Following discussion, and its analysis of the experience, qualifications, skills and other attributes of each of Messrs. Dunlap, Garcia-Tunon and Nauman, the Board determined that it was in the best interests of the Company and its shareholders to nominate Messrs. Dunlap, Garcia-Tunon and Nauman as director nominees for election at the 2025 Annual Meeting.

On November 21, 2024, Matthews publicly announced its engagement of J.P. Morgan Securities LLC to explore strategic alternatives with respect to its portfolio of businesses on its fourth quarter earnings call.

On November 27, 2024, Barington Equity submitted to the Company a Notice of Shareholder Nomination of Individuals for Election as Directors at the 2025 Annual Meeting (the “2025 Nomination Letter”), which included the nomination of Ana B. Amicarella, Chan W. Galbato and James A. Mitarotonda for election as members of the Class of 2028 at the 2025 Annual Meeting (the “Barington Nominees”). Election of the Barington Nominees at the 2025 Annual Meeting would result in the removal of the Chairman of the Board. Barington Equity also reserved the right to withdraw certain or all of the Barington Nominees and to nominate additional nominees for election to the Board of Directors at the 2025 Annual Meeting. Barington Equity noted that such additional nominations made pursuant to the preceding sentence are without prejudice to Barington Equity’s position that any attempt to increase the size of the current Board or to reconstitute or reconfigure the classes on which the current directors serve constitutes an unlawful manipulation of the Company’s corporate machinery. In the 2025 Nomination Letter, Barington Equity reserved the right to challenge any action that may be taken by the Company that would have the effect of enjoining Barington from nominating any of the Barington Nominees at the 2025 Annual Meeting or that would conflict with or have the effect of invalidating any portion of the 2025 Nomination Letter. Notwithstanding the statements made by Barington Capital, the Company reserves its rights to effect such actions permitted under applicable law that the Board believes to be in the best interests of the Company. Other than the termination of the Settlement Agreement, Mr. Mitarotonda and Barington did not (i) engage in any meaningful discussions with the Company regarding the 2025 Annual Meeting nominations or (ii) present any new or constructive ways to improve the Company or strategic ideas the Company should explore prior to submission of the 2025 Nomination letter.

On December 6, 2024, Barington Equity sent a demand letter to Mr. Nicola requesting, pursuant to Section 1508 of the Pennsylvania Business Corporation Law (the “PBCL”), certain information regarding the Company and its shareholders.

On December 9, 2024, the Governance and Sustainability Committee met with Jones Day, legal counsel for the Company, and J.P. Morgan, financial advisor to the Company, to consider the 2025 Nomination Letter and agreed to interview each of the Barington Nominees, in keeping with its process in the ordinary course to evaluate the experience, skills, qualifications and other attributes of candidates for service on the Board.

On December 10, 2024, Barington issued a press release announcing that it had sent a letter to Mr. Garcia-Tunon in his capacity as Chairman of the Board (the “Chairman Letter”). The press release and Chairman Letter summarize Barington’s beliefs regarding the Company’s leadership and its proposals for the Company. The same day, the Company responded to Barington’s press release and Chairman Letter in a press release that summarized the Company’s results, which it believes reflect solid performance by its core businesses and demonstrate the resilience of its team in the face of a challenging market environment. The Company’s press release reviewed the fundamentals of the Company’s businesses and highlighted initiatives that the Company has completed or has undertaken that the Company believes will drive long-term value for the Company and its shareholders, many of which the Company believes (i) address the points raised by Barington in its press release and Chairman Letter and (ii) implement the initiatives that the Company had discussed with Mr. Mitarotonda as underway or in process over the past two years.

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On December 13, 2024, Jones Day, legal counsel for the Company, responded to Barington Equity acknowledging receipt of Barington Equity’s demand pursuant to Section 1508 of the PBCL and stating that the Company would comply with the requests in the demand letter once Barington Equity agreed to customary confidentiality and expense reimbursement arrangements.

On December 18, 2024, the Governance and Sustainability Committee, with the exception of Mr. Dunlap who recused himself given that he is standing for election at the 2025 Annual Meeting, conducted comprehensive interviews with each of the Barington Nominees. The Governance and Sustainability Committee asked the Barington Nominees questions regarding their background, experience and business thesis for the Company. In addition to the interviews, the Governance and Sustainability Committee also reviewed various materials pertaining to each of the nominees’ background, skills and qualifications, including the information provided by Barington Equity in connection with its nomination of the Barington Nominees.

On and subsequent to December 18, 2024, the Governance and Sustainability Committee discussed and assessed the experience, qualifications, skills and other attributes of each of the Barington Nominees. The Governance and Sustainability Committee members noted, among other things, that none of the Barington Nominees have a business background in the Company’s businesses, two of the Barington Nominees acknowledged during their interviews that they had no knowledge of Matthews prior to their nomination, one of the Barington Nominees is currently employed by a Company that is a significant debt holder of a competitor of the Company and one of the Barington Nominees is well known to the Company, the Board and management. Following such discussions and based on the Governance and Sustainability Committee’s interviews, its review of materials provided by the Barington Nominees and its analysis of the experience, qualifications, skills and other attributes of the Barington Nominees, the Governance and Sustainability Committee ultimately determined not to recommend any of the Barington Nominees to the Board as director nominees for election by the Company’s shareholders at the 2025 Annual Meeting. Furthermore, the Governance and Sustainability Committee reaffirmed its previous recommendation of each of Mr. Dunlap, Mr. Garcia-Tunon and Mr. Nauman to the Board as director nominees for election by the Company’s shareholders at the 2025 Annual Meeting.

On December 19, 2024, the Barington Group filed its preliminary proxy statement with the SEC.

On December 23, 2024, the Board met with Jones Day, J.P. Morgan and Collected Strategies to discuss the current status of the Barington nominations and discuss next steps. Following the advisor presentation, the Board reviewed the experience, skills, qualifications and other attributes of each of the Barington Nominees and each of Messrs. Dunlap, Garcia-Tunon and Nauman, and the recommendation of the Governance and Sustainability Committee relating to the Company’s director nominees for election by the Company’s shareholders at the 2025 Annual Meeting. Following discussion, and its analysis of the experience, qualifications, skills and other attributes of the potential nominees, the Board agreed with the Governance and Sustainability Committee’s recommendation and determined that it was in the best interests of the Company and its shareholders to nominate Messrs. Dunlap, Garcia-Tunon and Nauman as director nominees for election at the 2025 Annual Meeting.

Also on December 23, 2024, following further communications between Jones Day, legal counsel to the Company, and Olshan Frome Wolosky LLP, legal counsel to Barington Equity, and satisfaction of customary confidentiality and expense reimbursement arrangements, the Company’s proxy solicitor provided Barington Equity with materials pursuant to Section 1508 of the PBCL.

On December 27, 2024, the Company filed a preliminary proxy statement with the SEC.

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GENERAL INFORMATION REGARDING CORPORATE GOVERNANCE

This section describes key corporate governance practices that we have adopted. We strive to maintain corporate governance policies and practices that reflect the Board’s commitment to provide oversight with a view to enhancing long-term shareholder value while balancing environmental stewardship, social responsibility and corporate governance with economic growth, including through corporate responsibility, sustainability, environmental policies, human rights policies and diversity and inclusion efforts.

Corporate Governance Practices

The Board has adopted Corporate Governance Guidelines to ensure that directors at all times act in the best interests of the Company and its shareholders, reflecting its proactive approach in applying leading governance practices to its structure. The Governance and Sustainability Committee is responsible for reviewing the Corporate Governance Guidelines on an annual basis and recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines may be viewed on our website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.” These Corporate Governance Guidelines, together with our Restated Articles of Incorporation, Amended and Restated By-laws, and Code of Business Conduct and Ethics (the “Code of Conduct”), provide a framework for the conduct of the Board’s business, including the following practices:

Independent Chairperson of the Board

The Company’s policy as to whether the role of the Chief Executive Officer and Chairperson should be separate is to adopt the practice which best serves Matthews’ needs at any particular time following careful consideration by the Board. The Board has currently determined that an independent, non-employee member should be appointed to serve as Chairperson of the Board. The Board believes that separation of the positions of Chairperson of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as Chairperson of the Board, strengthens the Company’s corporate governance and enhances the Board’s ability to fulfill its oversight responsibilities. Our President and Chief Executive Officer, Mr. Bartolacci, and Chairperson of the Board, Mr. Garcia-Tunon, work closely in complementary roles. Mr. Bartolacci focuses on day-to-day operations of the Company, and he establishes and executes Matthews’ strategic plan. Mr. Garcia-Tunon leads the Board’s responsibilities for reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions, assessing major risks facing the Company and management, and overseeing succession planning, most notably at the Chief Executive Officer level. Mr. Garcia-Tunon presides over the Board and its Committees as they perform their broad and varied oversight functions. The Board believes that these complementary roles provide the appropriate governance structure for the Company at this time.

Board Access to Management

As set forth in our Corporate Governance Guidelines, directors have full access to officers and key employees of the Company as needed to fulfill their oversight role. While the Board views this practice is essential, directors use their discretion to ensure that access is not disruptive to the business operations of the Company. To that end, management regularly attends each meeting of the Board and are encouraged to schedule presentations to provide additional insight into the items under discussion that may enhance directors’ understanding of key issues affecting the Company’s business and performance.

Director Nomination Matters and Board Refreshment

Except under certain circumstances as set forth in the Amended and Restated By-laws, no person is eligible for nomination as a director or be elected to fill a vacancy on the Board, after reaching 75 years of age. Further, any director that, if nominated, would attain 75 years of age during a term as a director must retire from the Board immediately prior to the next annual meeting of the shareholders.

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Since October 2020, the Governance and Sustainability Committee and the Board have worked to refresh the Board of Directors and has retained a third-party national search firm to advise the Governance and Sustainability Committee with identifying and retaining such directors. As a guide, they have worked with management to develop a matrix for use in evaluating potential director candidates and assist in board succession planning. Such matrix includes a number of factors that the Governance and Sustainability Committee and the Board consider important for assessing the qualifications of potential nominees and current directors, utilizing a broad range of criteria, including, but not limited to, background, relevant industry expertise, tenure on the Board, diversity (including knowledge, experience, expertise, gender, race, ethnicity, sexual orientation, culture, thought and geography) and business acumen and experience. In October 2020, the Board appointed Lillian D. Etzkorn to serve as a member of the Board and in February 2023, the Board appointed Aleta W. Richards to serve as a director following a nationwide search conducted by a third-party firm. Further, in April 2024, the Board appointed Francis S. Wlodarczyk following a consulting period, during which Mr. Wlodarczyk demonstrated his extensive knowledge of global manufacturing industries, and in particular the automation industry, which the Board has identified as a growth opportunity for the Company. As set forth in this Proxy Statement, the Board has also nominated J. Michael Nauman to serve as a director in the Class of 2028. Mr. Nauman was identified as a well-qualified candidate based on a nationwide search conducted by a third-party firm.

The Governance and Sustainability Committee and Board will consider any candidate for nominee as a director that is properly submitted by a shareholder in accordance with our Restated Articles of Incorporation and Amended and Restated By-laws and does not maintain a policy with regard to such nominations distinct from such requirements. In addition, the Board has ensured that shareholders have ample opportunity to propose nominees for director seats pursuant to the Company’s governing documents.

Policy Against Overboarding

Under the Corporate Governance Guidelines, it is expected that no director will participate on more than three public company boards or four boards in total, including private company boards, unless otherwise specifically approved by the Governance and Sustainability Committee. In addition, it is expected that no director who serves as an executive officer (other than executive chair) of any public company will participate on more than one external public company board. Any director who is considering accepting an invitation to join the board of directors of any other corporation (whether publicly or privately held) must notify the Chief Executive Officer and the Chair of the Governance and Sustainability Committee prior to accepting such invitation to enable the Governance and Sustainability Committee to determine whether there is an “interlocking relationship” or other conflict.

Director Education

The Company is committed to providing an initial orientation to board service with Matthews to new directors, followed by continuing updates covering such operational, financial, accounting and legal issues and environmental, social and corporate governance matters as may be appropriate given each Board member’s background, experience and education. As an ongoing aspect of their service, directors are encouraged to propose supplemental educational activities that they view appropriate, including visits to Company facilities, meetings with Company officers, and supplemental information affecting the Company or their role as a director. In addition, the Company regularly retains third party advisors to present to directors on various topics relevant to the business of Matthews, including emerging technologies, and pertinent to public company governance, as a whole. During 2024, such presentations included presentations on cybersecurity, artificial intelligence and a data breach exercise.

In addition, the Board employs a series of governance practices that it believes foster effective Board oversight and accountability to shareholders. These practices include:

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Board of Directors

The Board of Directors is the ultimate governing body of the Company. As such, it functions within a framework of duties and requirements established by Pennsylvania statute, government regulations, court decisions and the Company’s organizational documents. Generally, the Board reviews and confirms the overarching objectives and broad policies of the Company, approves various important transactions, appoints the officers of the Company and monitors the Company’s performance in key results areas. The Board also has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The full Board regularly reviews enterprise-wide risk management, which includes risks in the areas of compliance, operations, strategy, reporting, treasury, enterprise value, and insurable risks. In addition, each Board committee plays a significant role in carrying out the risk oversight function. The executive committee of the Board (the “Executive Committee”) assists in monitoring and assessing relevant risks between the times at which the full Board convenes. The governance and sustainability committee of the Board (the “Governance and Sustainability Committee”) oversees risks related to corporate governance, ethics and environmental, social, and governance (“ESG”) considerations. The audit committee of the Board (the “Audit Committee”) oversees risks related to financial reporting and control; environmental and health matters; management policies and guidelines; legal claims and issues; anti-corruption and regulatory compliance; cybersecurity; and information technology. The finance committee of the Board (the “Finance Committee”) oversees the Company’s financial policies, strategies and capital structure. The compensation committee of the Board (the “Compensation Committee”) oversees risks related to human resources, succession planning and compensation. The Mergers and Acquisitions Review Committee of the Board (the “M&A Review Committee”) provides oversight of integration planning and implementation of the Company’s significant acquisitions on an as-needed basis.

Board Composition and Corporate Governance

The Restated Articles of Incorporation of the Company provide that the Board has authority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Until further action, the Board has fixed the number of directors constituting the full Board at eleven. From time to time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements or other changes in the composition of the Board, may consider expanding or contracting the size of the Board. Pursuant to the Company’s Restated Articles of Incorporation, the Board is divided into three classes. The terms of office of the three classes of directors end in successive years.

After reviewing the independence standards contained in the listing requirements for the Nasdaq Global Select Market (“Nasdaq”), the Board of Directors has determined that each of its directors is independent under these standards, other than Joseph C. Bartolacci, the Company’s President and Chief Executive Officer and Gregory S. Babe, the Company’s Chief Technology Officer and Group President, Industrial Technologies.

The Company’s Corporate Governance Guidelines provide that an employee member must offer to submit his or her letter of resignation as a director upon his or her retirement or termination of employment, and if such offer is accepted, such employee member can remain on the Board for a period of no longer than one year following

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retirement from, or termination of, employment with the Company. Additionally, the Company’s Corporate Governance Guidelines provide that any director must offer to submit his or her letter of resignation as a director upon a change in principal occupation that differs from that which they were engaged and elected to the Board. The Board, with input from the Governance and Sustainability Committee and the Chief Executive Officer, will consider whether to accept such offer. Further, the Company’s Amended and Restated By-laws and Corporate Governance Guidelines provide that no person may be eligible for nomination, nor elected to fill a vacancy on the Board of Directors, after attaining 75 years of age, and any director that, if nominated, would attain 75 years of age during such term as a director, shall retire from the Board of Directors immediately prior to the next annual meeting of the shareholders following such director attaining 75 years of age.

The Board of Directors has also implemented a director resignation policy under the Company’s Corporate Governance Guidelines. The director resignation policy requires each nominee to the Board of Directors, prior to any election of directors, to submit a conditional resignation to the Board of Directors in connection with such nominee’s nomination. In the event a nominee fails to receive the vote of at least a majority of the votes cast in an uncontested election, such director is required under the Company’s Corporate Governance Guidelines to conditionally resign from the Board, and the Governance and Sustainability Committee will make a recommendation to the Board whether to accept or reject the tendered conditional resignation. The Board of Directors must act on the tendered resignation, taking into account the Governance and Sustainability Committee’s recommendation, within 90 days from the date of the certification of the election results. The Board shall promptly disclose its decision regarding the tendered resignation by furnishing a Current Report on Form 8-K to the SEC, including its rationale for accepting or rejecting the tendered resignation. In making their recommendation and decision, the Governance and Sustainability Committee and Board may consider the following factors or other information that it considers appropriate and relevant: (i) the stated reasons, if any, why shareholders withheld their votes; (ii) possible alternatives for curing the underlying cause of the withheld votes; (iii) the director’s qualifications in light of the overall composition of the Board; (iv) the director’s past and expected future contributions to the Board and Company as a whole; (v) potential adverse consequences of accepting the resignation, including failure to comply with any applicable rule or regulation; and (vi) the best interests of the Company and its shareholders. If the Board accepts a director’s tendered resignation, the Board, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board, pursuant to the Amended and Restated By-laws of the Company. If a director’s resignation is not accepted by the Board, such director will continue to serve in accordance with existing Company regulations. Any director whose tendered resignation is being considered shall not participate in the deliberations conducted by the Governance and Sustainability Committee or the Board.

Jerry R. Whitaker will retire from the Board of Directors at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Whitaker for his service on the Board of Directors. Mr. Whitaker’s expertise, leadership and significant contributions have been invaluable to the Company during his tenure as a member of the Board of Directors.

The Board has currently determined that an independent, non-employee member should be appointed to serve as Chairperson of the Board. The Board believes that separation of the positions of Chairperson of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as Chairperson of the Board, strengthens the Company’s corporate governance and enhances the Board’s ability to fulfill its oversight responsibilities. Alvaro Garcia-Tunon is the Company’s current independent, non-employee Chairperson of the Board.

The Chairperson of the Board and the other independent directors meet at such times as are necessary and generally on the dates of regularly scheduled Board meetings. The independent directors met a total of six times in fiscal 2024.

During fiscal 2024, there were six regularly scheduled meetings. In addition, the full Board of Directors at least 12 informal sessions throughout fiscal 2024 to secure timely updates regarding various initiatives being led by management and to ask questions on relevant matters impacting the Company.

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Board Committees

There are six standing committees appointed by the Board: the Executive Committee, the Governance and Sustainability Committee, the Audit Committee, the Finance Committee, the Compensation Committee and the M&A Review Committee. Each Committee has the same power as the Board to employ the services of outside consultants and to have discussions and interviews with personnel of the Company and others.

The principal functions and respective memberships of the six standing Committees are summarized as follows:

Executive Committee

The Executive Committee is appointed by the Board to exercise all of the powers of the Board during periods between Board meetings, except that the Executive Committee may not elect directors, change the membership of or fill vacancies on the Executive Committee, change the Amended and Restated By-laws of the Company or exercise any authority specifically reserved by the Board. Among the functions customarily performed by the Executive Committee during periods between Board meetings are the approval, within limitations previously established by the Board, of the principal terms involved in sales of securities of the Company, and such reviews as may be necessary of significant developments in major events and litigation involving the Company. In addition, the Executive Committee is called upon periodically to provide advice and counsel in the formulation of corporate policy changes and, where it deems advisable, make recommendations to the Board.

The members of the Executive Committee are currently Alvaro Garcia-Tunon (Chairperson), Katherine E. Dietze, Lillian D. Etzkorn, Morgan K. O’Brien, and Jerry R. Whitaker. The Executive Committee holds meetings at such times as are required. The Executive Committee did not meet in fiscal 2024.

Governance and Sustainability Committee

The principal functions of the Governance and Sustainability Committee are, among other things, to: (1) identify individuals qualified to become members of the Board of Directors; (2) review the qualifications of directors and the composition of the Board of Directors, and recommend to the Board of Directors the director nominees for the next annual meeting of the shareholders; (3) maintain, monitor and recommend to the Board of Directors changes to the Company’s Corporate Governance Guidelines, as necessary; (4) lead the Board of Directors in complying with its Corporate Governance Guidelines; (5) review and make recommendations to the Board of Directors concerning director compensation; and (6) review any related matters required by the federal securities laws or Nasdaq. The Governance and Sustainability Committee is also responsible for the annual evaluations of the performance of the Board of Directors and the Committees of the Board, including individual directors. The Committee is committed to ensuring that: (i) the nominees for membership on the Board of Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company, and (ii) the governance of the Company is in full compliance with applicable law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of the business and operations of the Company. In addition, the Governance and Sustainability Committee oversees, in conjunction with the Audit Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. From time to time, the Governance and Sustainability Committee has retained the services of a third-party search firm to assist in the identification and evaluation of potential nominees for the Board of Directors. The Governance and Sustainability Committee operates pursuant to a charter and the Company’s Corporate Governance Guidelines, which are available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.” The Board has determined that all members of the Governance and Sustainability Committee are independent in accordance with the listing standards of Nasdaq. The Governance and Sustainability Committee met six times during fiscal 2024. The current members of the Governance and Sustainability Committee are Jerry R. Whitaker (Chairperson), Katherine E. Dietze, Terry L. Dunlap, and Francis S. Wlodarczyk.

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Audit Committee

The principal functions of the Audit Committee are to provide oversight of: (1) the integrity of the Company’s financial statements, reports on internal controls and other of the Company’s financial information; (2) the Company’s compliance with legal and regulatory requirements; (3) the qualifications and independence of the Company’s independent registered public accounting firm; (4) enterprise risk, including cybersecurity programs; and (5) the performance of the Company’s internal audit function (including disclosure controls and procedures for internal controls over financial reporting) and independent registered public accounting firm. The Committee is also responsible for the oversight of the Company’s environmental, health, and safety programs. The Audit Committee serves as a vehicle to provide an open avenue of communication between the full Board and the Company’s financial management team and internal audit department, and the independent registered public accounting firm. The Audit Committee is also responsible for appointing the Company’s independent registered public accounting firm and oversees, in conjunction with the Governance and Sustainability Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Audit Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.”

All of the Audit Committee members, Lillian D. Etzkorn (Chairperson), Morgan K. O’Brien, Aleta W. Richards, and Francis S. Wlodarczyk have been determined in the Board’s judgment to be independent from the Company and its management within the meaning of regulations of the SEC relating to audit committee independence, Nasdaq regulations and the Company’s Corporate Governance Guidelines. All of the Audit Committee members meet the qualifications of “audit committee financial expert,” as determined by the Board pursuant to SEC regulations; however, Ms. Etzkorn has been designated as the Audit Committee financial expert. During fiscal 2024, the Audit Committee met six times.

Finance Committee

The Finance Committee provides oversight of the Company’s financial policies, strategies and capital structure. The Committee’s principal responsibilities include, among others, reviewing and monitoring of the Company’s: (1) significant capital expenditures; (2) mergers, acquisitions, divestitures, and investments; (3) capital structure, debt and equity offerings; (4) the dividend policy and share repurchase program; (5) risk management strategies for commodity, interest rate, foreign exchange and other financial exposures; and (6) investor relations program. The Committee also provides oversight on employee retirement benefit plan matters and related plan investment management. Ms. Katherine E. Dietze is Chairperson of the Finance Committee. The other members of the Finance Committee are Gregory S. Babe, Jr., David A. Schawk and Lillian D. Etzkorn. The Finance Committee met four times in fiscal 2024.

Compensation Committee

The principal functions of the Compensation Committee, the members of which are Morgan K. O’Brien (Chairperson), Terry L. Dunlap, Aleta W. Richards and David A. Schawk, are to review periodically the suitability of the remuneration arrangements (including benefits) for the Company’s Chief Executive Officer and other members of management of the Company, and to prepare an annual report on executive compensation for inclusion in the Company’s Proxy Statement. The Compensation Committee also reviews, at least annually, succession plans for the position of Chief Executive Officer and other senior executive positions of the Company. The Committee also addresses matters related to the Company’s human capital management. The Compensation Committee is also responsible for administering the Company’s “clawback” policy, as in effect from time to time. In addition, the Compensation Committee oversees, in conjunction with the Audit Committee and the Governance and Sustainability Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Compensation Committee operates pursuant to a charter, which is available for viewing on the Company’s

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investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.” Pursuant to its charter, the Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more of its members. In addition, the Compensation Committee may delegate to Company officers or a committee of employees any of its responsibilities with respect to non-equity-based plans.

The Board has determined that all members of the Compensation Committee are independent in accordance with the listing standards of Nasdaq. During fiscal 2024, the Compensation Committee met three times.

M&A Review Committee

The M&A Review Committee provides oversight, on an as-needed basis, of integration planning and implementation for the Company’s significant acquisitions. The members of the M&A Review Committee are Terry L. Dunlap (Chairperson), Joseph Bartolacci, Jerry R. Whitaker, and David A. Schawk. The Committee met four times in fiscal 2024.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Morgan K. O’Brien (Chairperson), Terry L. Dunlap, Aleta W. Richards and David A. Schawk. None of the members of the Compensation Committee have ever been an officer or employee of the Company or any of its subsidiaries, other than David A. Schawk, who served as Group President of SGK Brand Solutions from July 2014 to November 2019. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Board Diversity Matrix

The Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background and professional experience in evaluating board candidates in order to provide practical insights and diverse perspective.

Immediately following the Annual Meeting, if all of the nominees to the Board of Directors are elected, the following table would show an overview of the diversity of the Company’s eleven directors following the Annual Meeting:

The following table provides an overview of the diversity of the Company’s eleven directors as of the mailing of this Proxy Statement.

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Meeting Attendance

During fiscal 2024, all then-serving directors attended at least 75% of Board and respective Committee meetings.

Although the Company does not have a formal policy with regard to Board members attending the Annual Meeting of the Shareholders, it is customary for the Board members to do so, and, in general, all or most of the Board members have attended annual meetings in the recent past.

Compensation of Directors

Director compensation is determined and administered by the Governance and Sustainability Committee. In performing its duties, the Governance and Sustainability Committee consults with various independent third-party advisors. In fiscal 2024, the Governance and Sustainability Committee consulted with Pay Governance, LLC, an independent executive compensation consulting firm.

Under the Company’s Amended and Restated 2019 Director Fee Plan, for fiscal 2024, each eligible non-employee director received an annual retainer valued at $90,000, which was payable either in cash or in shares of the Company’s Common Stock, as determined by the Governance and Sustainability Committee. If payable in cash, a director may elect to receive the annual retainer in (a) shares of Common Stock or (b) Common Stock credited to a deferred stock account as phantom stock. If the annual retainer is paid in shares of Common Stock, a director may defer the receipt of such Common Stock into a deferred stock account as phantom stock.

Each non-employee director is also eligible to receive an annual stock-based grant in the form of either non-statutory stock options, stock appreciation rights, restricted shares or RSUs. The form and value of the awards are determined by the Governance and Sustainability Committee. The value of the annual grants awarded for fiscal 2024 was $140,000, issued in the form of RSUs, which vest on the second anniversary of the date of the grant.

The non-employee Chairman of the Board received an additional annual retainer fee of $120,000 in fiscal 2024, which was paid in cash. In fiscal 2024, each chairperson of a committee of the Board received an additional $10,000 retainer fee ($17,500 in the case of the Audit Committee chairperson; $12,500 in the case of the Compensation Committee chairperson) for their services as a committee chairperson. In addition, in fiscal 2024, Mr. Dunlap and Mr. Schawk, the non-employee members of the M&A Review Committee, received $1,500 per day of service on the M&A Review Committee. Other than this daily fee with respect to the M&A Review Committee, directors receive no other meeting fees.

The Company does not provide any retirement benefits or perquisites to any of its non-employee directors.

The following table summarizes the director compensation earned by the non-employee directors of the Company for fiscal 2024.

Non-Employee Director Compensation Table

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Access to Directors

The security holders of the Company may communicate in writing to the Board of Directors by sending such communication to the Board or a particular director in care of Steven F. Nicola, Chief Financial Officer and Secretary, at the Company’s principal executive offices. At present, such communications will be directly forwarded to the Board or such particular director, as applicable. The Board has authorized Mr. Nicola, in his discretion, to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the Board.

Environmental, Social, and Governance: Sustainability Matters

Sustainability is a core part of the Company’s business—from the products the Company creates to how the Company impacts the communities in which the Company’s employees live and work. Matthews’ commitment to sustainability is framed through the three pillars of ESG.

The Company takes a multifaceted approach by embedding ESG principles directly into its business strategy, ensuring that sustainability remains integral to the Company’s operations and long-term vision. Matthews actively invests in ESG initiatives to assess and enhance performance across all sectors, while fostering a positive company culture. Part of these efforts include promoting awareness, building skills through learning opportunities, and focusing on key areas such as health and safety, diversity and inclusion, and community engagement. Supporting this work is the ESG global steering committee charged with strategic oversight and prioritizing related initiatives, and for reporting progress to the Board twice annually. Through this comprehensive approach, Matthews ensures sustainability drives both business success and meaningful change.

Matthews’ ESG initiatives focus on the following areas:

Environmental:

Social:

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Governance:

Board Oversight on Sustainability Matters

The Board assumes the highest level of sustainability oversight. Matthews’ various ESG and sustainability initiatives are supported by the Audit Committee, Governance and Sustainability Committee, and Compensation Committee. The Board, either directly or through the committees, meets with staff from the Company’s EHS, D&I, and Sustainability groups on a regular schedule to discuss policies and practices with respect to employee health and safety programs and to determine the adequacy of the Company’s compliance with governmental, environment, safety, health, and sustainability regulations.

The Audit Committee of the Board is responsible for the oversight of policies and processes pertaining to the Company’s Enterprise Risk Management (“ERM”) program and specifically ensures that notable risk exposures and applicable mitigating controls are reported to the Board. The Governance and Sustainability Committee is responsible for the oversight of the Company’s sustainability-related matters including governance, policies and processes. The Governance and Sustainability Committee also has the opportunity to review the results of external certification system evaluations to compare the Company’s ESG performance against those of the Company’s competitors within a chosen cohort.

ESG Highlights

As a company serving customers and clients around the world, Matthews takes seriously its role as a global citizen. The Company tracks its performance across various ratings and ranking systems to evaluate its ESG impact, align with customer and stakeholder expectations, ensure transparency in our practices, and identify opportunities for improvement. Recent initiatives include publishing a Sustainability report and certifying its activities against the Institutional Shareholder Services (“ISS”) ESG ratings, which gives the Company an externally verified position in the marketplace with regards to ESG.

Key metrics:

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For more information on the Company’s ESG initiatives, please refer to the ESG resources available on the Company’s website at https://www.matw.com/investors/esg/resources. The contents of the Company’s website are not incorporated by reference into this Proxy Statement.

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PROPOSAL 1

ELECTION OF DIRECTORS

Board Composition and Director Nominations

The Restated Articles of Incorporation of the Company provide that the Board of Directors has authority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Until further action, the Board has fixed the number of directors constituting the full Board at eleven. From time to time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements or other changes in the composition of the Board, may consider expanding or contracting the size of the Board. Pursuant to the Company’s Restated Articles of Incorporation, the Board of Directors is divided into three classes. The terms of office of the three classes of directors end in successive years.

Nominations for election to the Board of Directors may be made by the Governance and Sustainability Committee or by the shareholders pursuant to the provisions set forth in the Company’s Restated Articles of Incorporation and Amended and Restated By-laws.

Nominees for Director

As described under “—The Board’s Process for Selecting Director Nominees and Filling Vacancies” below, in considering candidates for election to the Board, the Governance and Sustainability Committee and the Board assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications to candidates, which are expected to:

After consideration of the foregoing, the Board of Directors unanimously nominated each of Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman for election to the Board as members of the Class of 2028. If elected at the Annual Meeting, each of Mr. Dunlap, Mr. Garcia-Tunon and Mr. Nauman would serve until the 2028 Annual Meeting of Shareholders and until his respective successor is elected and qualified or, if sooner, until his respective death, resignation or removal.

As described previously, Barington has provided notice of its intent to nominate Ana B. Amicarella, Chan W. Galbato and James A. Mitarotonda for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. If the Barington Nominees are elected at the Annual Meeting, they would displace Mr. Garcia-Tunon, our independent Chairman of the Board, and give Barington control of over 27% of the Board notwithstanding that Barington held less than 2% of our outstanding shares of Common Stock on the date they notified us of their nomination.

As a result of Barington notifying the Company of its intent to nominate candidates for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors, assuming such nominees are in fact proposed for election at the Annual Meeting and such nominations have not been withdrawn by Barington, the election of directors will be considered a contested election pursuant to Section 14 of the Exchange Act and, as provided under Section 1758(b)(2) of the BCL, directors will be elected on a plurality basis. This means that the three (3) director nominees receiving the greatest number of votes cast “FOR” their election will be elected. “WITHHOLD” votes and any broker non-votes will be counted for purposes of determining if there is a quorum at the Annual Meeting for this vote but will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).

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The Board of Directors does not endorse the Barington Nominees and unanimously recommend that you vote “FOR” the election of the Board of Directors’ nominees, Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman, each of whom is highly qualified, and “WITHHOLD” on the Barington Nominees on the WHITE proxy card. The Board strongly urges you to discard and NOT to vote using any gold proxy card that may be sent to you by Barington. If you have already voted using a gold proxy card sent to you by Barington, you have every right to change it and we strongly urge you to revoke that proxy by voting in favor of the Board of Directors’ nominees by using the WHITE proxy card to vote by Internet or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted—any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Georgeson, LLC, at (888) 755-7097.

In the event that Barington withdraws its nominees, abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of the Barington Nominees will be disregarded and not be counted, whether such vote is provided on the Company’s WHITE proxy card or Barington’s gold proxy card, and shareholders can still sign and date a later submitted WHITE proxy card.

Although the Company is required to include all nominees for election on its universal proxy card, for additional information regarding the Barington Nominees and any other related information, please refer to Barington’s proxy statement. You may receive solicitation materials from Barington, including proxy statements and gold proxy cards. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Barington or its nominees contained in solicitation materials filed or disseminated by or on behalf of Barington or any other statements Barington may make. Shareholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov).

If you are a registered holder and submit a validly executed WHITE proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the three nominees proposed by the Board and named in this Proxy Statement and “WITHHOLD” on the Barington Nominees. If you are a registered holder and you vote “FOR” more than three nominees on your WHITE proxy card, your votes on the election of directors will be invalidated and not counted.

Each nominee nominated or recommended by the Board has consented to being named in a proxy statement for the Annual Meeting and to serve as a director if elected. If any of the nominees nominated or recommended by the Board become unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee or reduce the number of directors. In that event the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board. If any substitute nominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as a director if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC. At this time, the Board knows of no reason why any of the three nominees nominated or recommended by the Board would not be able to serve as a director if elected.

If you are a beneficial holder and properly mark, sign and return your WHITE voting instruction form or complete your proxy via Internet, your shares will be voted as you direct your bank or broker. However, if you sign and return your WHITE voting instruction form but do not specify how you want your shares voted with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the three nominees proposed by the Board of Directors and named in this Proxy Statement and “WITHHOLD” on the Barington Nominees. If you are a beneficial holder and you vote “FOR” more than three nominees on your WHITE voting instruction form, your votes on the election of directors will be invalidated and not counted. In addition, depending on the bank or broker through which you

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hold your shares, your votes on all the other proposals may also be invalidated and not counted. Please carefully review the instructions provided by your bank or broker. It is therefore important that you provide specific instructions to your broker or bank regarding the election of directors so that your vote with respect to this item is counted.

The Board’s Process for Selecting Director Nominees and Filling Vacancies

The Company’s process for identifying and evaluating director nominees and filling director vacancies includes determination of the professional skills and background desired to serve the best interests and current needs of the Company and its shareholders, possible retention of a third-party search firm to assist in the identification and evaluation of director candidates, consideration of candidates nominated by shareholders (if any), evaluation of a candidate’s credentials and experience by the Governance and Sustainability Committee (including personal interviews with selected candidates), and a formal recommendation by the Governance and Sustainability Committee to the Board of Directors regarding the candidate considered to be the most qualified to be nominated for election to the Board or to fill the director vacancy.

The Governance and Sustainability Committee assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications: candidates are to be of the highest ethical character, share the values of the Company, have reputations, both personal and professional, consistent with the image and reputation of the Company, be highly accomplished in their respective field, with superior credentials and recognition, and provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. The Board may prioritize the foregoing criteria depending on the current needs of the Board and the Company. The Board does not have a formal diversity policy for selecting directors but considers diversity of race, gender and national origin to be relevant factors that are weighed with other criteria in recommending and nominating directors for election to the Board of Directors of Matthews.

Information About Current Directors Standing for Re-Election and Board Nominees

The table below sets forth, as of the date of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election and each other individual who has been nominated by the Board to serve as a director of our Company:

^C – Member of the Compensation Committee as of the date of this Proxy Statement

^E – Member of the Executive Committee as of the date of this Proxy Statement

^G – Member of the Governance and Sustainability Committee as of the date of this Proxy Statement

^M – Member of the M&A Review Committee as of the date of this Proxy Statement

Additional Information About Current Directors and Board Nominees

The paragraphs below provide further information about each Board Nominee, each of whom has been nominated for election at the Annual Meeting by the Board, and each continuing director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a director or served as a director during the past five years. We believe that all of our directors and director nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business;

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the ability and willingness to devote adequate time to the work of the Board and its committees; a fit of skills and personality with those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each director and nominee for director also sets forth specific experience, qualifications, attributes and skills that led the Board to the conclusion that he or she should serve as a director in light of our business and structure.

Nominees

Terry L. Dunlap, age 65, has served on the Board of Directors since February 2015. Mr. Dunlap currently serves as the principal of Sweetwater LLC, a consulting firm with a focus on manufacturing. Mr. Dunlap served as the Interim Chief Executive Officer and President of TimkenSteel Corporation, a specialty steel producer, from October 2019 to December 2020. Prior thereto, Mr. Dunlap spent 31 years with Allegheny Technologies, where he served as Executive Vice President, Flat-Rolled Products from May 2011 until his retirement in December 2014, President, ATI Allegheny Ludlum from 2002 to 2014, and Group President, ATI Flat-Rolled Products from 2008 to May 2011. Mr. Dunlap received a Bachelor of Science degree in Marketing from Indiana University of Pennsylvania and attended the Loyola University of Chicago MBA program. Mr. Dunlap is a member of the Compensation, Governance and Sustainability, and M&A Review Committees of the Board. Mr. Dunlap also serves on the board of directors of United States Steel Corporation, a global integrated mining and carbon steel producer, and served as a director of TimkenSteel Corporation from August 2015 to December 2021, and as a director of Ampco-Pittsburgh Corporation, a global producer of forged and cast engineered products, from May 2019 to May 2022.

The Board believes that Mr. Dunlap is well-qualified to serve on the Company’s Board of Directors due to his experience and knowledge in the global manufacturing industry.

Alvaro Garcia-Tunon, age 72, has served on the Board of Directors since October 2009. Mr. Garcia-Tunon retired as the Chief Financial Officer of Wabtec Corporation, a provider of products and services for the global rail industry, effective January 1, 2014. He continued to work with Wabtec as a strategic advisor through December 2017. Mr. Garcia-Tunon was named Executive Vice President and Chief Financial Officer for Wabtec in February 2012. Prior to that, he was Executive Vice President, Chief Financial Officer and Secretary of Wabtec since December 2010. Prior thereto, he served as Senior Vice President, Chief Financial Officer and Secretary of Wabtec since 2003. Mr. Garcia-Tunon is currently the Chairman of the Board of Directors at Matthews. Mr. Garcia-Tunon previously served as a director of Allison Transmission Holdings, Inc. (NYSE: ALSN), a global provider of commercial duty automatic transmissions and hybrid propulsion system, from January 2016 until his retirement from its board of directors in August 2022, as well as a member of the Board of Directors of MSA Safety, Inc. (NYSE: MSA), a global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures, from 2012 to May 2019. Mr. Garcia-Tunon graduated from the College of William and Mary with a Juris Doctor degree and is a graduate of the University of Virginia with a Bachelor of Science degree in Commerce and Accounting.

The Board believes that Mr. Garcia-Tunon is well-qualified to serve on the Company’s Board of Directors due to his having served as the Chief Financial Officer of a public company with global operations, and he has leadership skills in international business, corporate governance and risk management. As a Certified Public Accountant, he also provides the Board with strong financial and accounting skills.

J. Michael Nauman, age 62, has served on the board of directors of the Commercial Vehicle Group, Inc., a diversified industrial products and services company, as an independent director since July 2021. As a director for the Commercial Vehicle Group, Inc., Mr. Nauman has served as chair of the nominating and governance committee, along with serving on the audit and compensation committees. He served as the President and Chief Executive Officer, and as a member of the board of directors of Brady Corporation, an international manufacturer

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of solutions that identify and protect people, products and places from August 2014 until April 2022. Prior to joining Brady Corporation, Mr. Nauman held various roles over a 20-year period at Molex Incorporated, a global electronics leader and connectivity innovator, where he led global businesses in the automotive, data communications, industrial, medical, military/aerospace, and mobile sectors. In 2007, he became a Senior Vice President for Molex Incorporated, leading its Global Integrated Products Division, and was named Executive Vice President in 2009. Prior to joining Molex Incorporated in 1994, Mr. Nauman was a tax accountant and auditor with Arthur Andersen and then Controller and President with Ohio Associated Enterprises, Inc.

Mr. Nauman brings more than 35 years of experience in commercial and operational leadership, strategy development, restructuring, and mergers and acquisitions. He is the interim CEO and board member of the Museum of Discovery in Little Rock, Arkansas, the Treasurer of the board of the Anthony School in Little Rock, Arkansas, and serves on the board of the Natural State Council of Scouting America. He holds a Bachelor of Science degree from Case Western Reserve University. Mr. Nauman is a Certified Public Accountant and a Chartered Global Management Accountant.

The Board believes that Mr. Nauman is well-qualified to serve on the Company’s Board of Directors due to his experience in commercial and operational leadership, strategy development, restructuring, and mergers and acquisitions.

Continuing Directors

Joseph C. Bartolacci, age 64, was appointed President and Chief Executive Officer of the Company in 2006, and has served on the Board of Directors since 2005. Prior to his appointment as Chief Executive Officer, he was President and Chief Operating Officer of the Company since 2005. Prior thereto, he held various positions within Matthews, including President, Casket Division; Executive Vice President of Matthews; President, Matthews Europe; President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews) and General Counsel of Matthews. Mr. Bartolacci received a Bachelor of Science degree in Accounting from Saint Vincent College and a Juris Doctor from the University of Pittsburgh. Mr. Bartolacci serves on the M&A Review Committee of the Board. He also serves on the boards of various subsidiaries of Matthews. Other than the Company, Mr. Bartolacci serves on the board of Federated Hermes, a global investment management company and publicly-traded company.

The Board believes that Mr. Bartolacci is well-qualified to serve on the Company’s Board of Directors based on his firsthand operating experience in many of the Company’s diverse global businesses and brings a well-developed understanding of the industries in which the Company operates, as well as the opportunities within those industries to drive shareholder value. In addition, he provides management’s perspective in Board decisions about the business and strategic direction of the Company.

Gregory S. Babe, age 67, has served on the Board of Directors since November 2010. Mr. Babe has served as the Company’s Chief Technology Officer and Group President, Industrial Technologies since October 2022. He served as the Company’s Chief Technology Officer from November 2015 to September 2022 and prior to that served as the Company’s Executive Vice President, Global Information Technology and Integration starting in November 2014. Mr. Babe also serves as President and Chief Executive Officer of Liquid X Printed Metals, Inc., a Carnegie Mellon University spin out. From July 2012 to June 2013, Mr. Babe served as Chief Executive Officer of Orbital Engineering, Inc., a privately held engineering services company. Mr. Babe retired as President and Chief Executive Officer of Bayer Corporation and Bayer MaterialScience LLC in June 2012. Mr. Babe was appointed President and Chief Executive Officer of Bayer Corporation and Senior Bayer Representative for the United States and Canada in October 2008. Mr. Babe was responsible for the North American activities of the worldwide Bayer Group, an international health care, nutrition and high-tech materials group based in Leverkusen, Germany. In addition, he held the position of President and Chief Executive Officer of Bayer MaterialScience LLC, a producer of polymers and high-performance plastics in North America, from July 2004 until June 2012. He possesses a strong background in manufacturing and regulatory and government affairs. Mr. Babe is a member of the Finance Committee. He serves on the board of the Benedum Foundation, where he

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is a member of the investment committee. Mr. Babe holds a Bachelor of Science degree in mechanical engineering from West Virginia University.

The Board believes that Mr. Babe is well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer of a multinational manufacturing company.

Katherine E. Dietze, age 67, has served on the Board of Directors of the Company since July 2008. Ms. Dietze was Global Chief Operating Officer, Investment Banking Division of Credit Suisse First Boston, a financial services company, until her retirement in 2005. She had also held the position of Managing Director, Investment Banking. Prior to joining Credit Suisse First Boston, Ms. Dietze was a Managing Director for Salomon Brothers Inc., a financial services company. Ms. Dietze brings a strong background in global investment and financial matters. Ms. Dietze received a Bachelor of Arts degree from Brown University and graduated from Columbia University with a Masters in Business Administration in Finance and Marketing. Ms. Dietze serves as Chairperson of the Finance Committee and is a member of the Executive Committee. Ms. Dietze was a corporate director and chair of the audit committee for Cowen Group, Inc from October 2009 until the sale of Cowen in March 2023 to Toronto-Dominion Bank. She previously served as chairperson of the audit committee and member of both the governance and compensation committees for LaBranche, LLC, a financial services firm purchased by the Cowen Group in June 2011. Ms. Dietze served as a trustee on the Liberty Property Trust board from January 2011 to March, 2020.

The Board believes that Ms. Dietze is well-qualified to serve on the Company’s Board of Directors in light of her background in investment banking, which allows Ms. Dietze to provide a unique and valuable perspective on global financial markets, investments and financial transactions.

Lillian D. Etzkorn, age 55, was appointed to the Board of Directors on October 1, 2020. Since April 2023, Ms. Etzkorn has served as the Executive Vice President & Chief Financial Officer of LCI Industries (NYSE: LCII) (“Lippert”). Lippert supplies highly engineered components for leading original equipment manufacturers in the recreation and transportation product markets, and the related aftermarkets of those industries. Prior to joining Lippert, she was the Chief Financial Officer at Covia, a $1+ billion industrial minerals mining and processing company from October 2021 to August 2022. She also served as CFO at Shiloh Industries from July 2018 to October 2021. Prior to that, she served as CFO at CPI Card Group and was the Vice President, Treasurer at Dana Holding Company from September 2011 to January 2017. Ms. Etzkorn began her career at Ford Motor Company where she had increasing levels of responsibility over 19 years, including leading Investor Relations. She holds a Bachelor of Arts degree in Business Administration and Marketing from Eastern Michigan University and an MBA from the University of Michigan. Ms. Etzkorn is a member of the Finance Committee and is the Chairperson of the Audit Committee.

The Board believes that Ms. Etzkorn is well-qualified to serve on the Company’s Board of Directors due to her strong leadership skills and financial acumen.

Morgan K. O’Brien, age 64, has served on the Board of Directors of the Company since July 2011. Mr. O’Brien currently serves as President and CEO of Hope Utilities, Inc., a position he has held since December 2021. Mr. O’Brien served as the President and Chief Executive Officer of Peoples Natural Gas Company LLC, a utility serving the southwestern Pennsylvania market, from February 2010 until March 2020. Prior thereto, Mr. O’Brien served as President and Chief Executive Officer of Duquesne Light Holdings, an electric utility company serving western Pennsylvania, since 2001. He held various senior executive positions at Duquesne Light Holdings since 1991. Prior to joining Duquesne Light Holdings, Mr. O’Brien served in various management positions at PNC Bank and at major accounting firms. Mr. O’Brien is also Chairperson of the Compensation Committee and is a member of the Executive Committee. Mr. O’Brien received a Bachelor’s degree in Business Administration and a Masters degree in taxation from Robert Morris University. Mr. O’Brien serves on the board of trustees of Robert Morris University. He also serves on the boards of several civic and charitable organizations in Western Pennsylvania.

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The Board believes that Mr. O’Brien is well-qualified to serve on the Company’s Board of Directors due to having served as a Chief Executive Officer with more than 10 years’ experience in that role. As such, he brings significant leadership skills to the Board of Directors. With his experience in the areas of accounting and taxation, he also provides the Board and the Audit Committee, of which he is a member, with strong financial skills.

Aleta W. Richards, age 59, was appointed to the Board of Directors in February 2023. Dr. Richards was appointed President of Crane Currency in October 2024, located in Alpharetta, Georgia. She is charged with defining and executing the growth strategy, accelerating innovation and leveraging the Crane Business System to drive continuous improvement as a leading integrated supplier of secure, well-designed banknotes for central banks around the world. Prior to this role, from July 2021 to September 2024, Dr. Richards was the Executive Vice President, Global Head of Specialty Films for Covestro Deutschland AG located in Dormagen, Germany, leading the specialty films business with full income statement responsibility. She also served as the Senior Vice President sales and market development – Coatings, Adhesives and Specialties North America from February 2018 to June 2021 and Vice President, Regional Product Management for APAC, polycarbonates (located in Shanghai, China) and Vice President Regional Product Management for NAFTA, polycarbonates from July 2014 to January 2018. She also held several executive positions with Bayer Corporation including: Vice President of HR Services, Vice President of Global Key Accounts and Strategic Marketing for Coatings as well as a number of key management and professional positions. Dr. Richards also served as a director on the board of Crime Science Technology, a European company that develops and markets security features for identity documents and banknotes. Dr. Richards has a Bachelor of Science degree in Business from the University of Pittsburgh, an MBA from the Katz School, University of Pittsburgh and a Doctor of Business Administration from the Ross School of Business, Georgia State University.

The Board believes that Dr. Richards is well-qualified to serve on the Company’s Board of Directors with her strong background and expertise in international business, marketing, sales, strategy as well as human resources and people management.

David A. Schawk, age 69, has served on the Board of Directors of the Company since the Company’s acquisition of Schawk Inc. (“Schawk”) on July 29, 2014. Effective November 1, 2019, Mr. Schawk retired from his role as Group President, SGK Brand Solutions and as an officer of the Company, which he held from July 2014. Mr. Schawk previously served as Schawk’s Chief Executive Officer since 1992, and Chief Executive Officer and President for more than five years prior thereto. He also served on the Schawk board of directors since 1992. Mr. Schawk is a member of the Finance and M&A Review Committees. Mr. Schawk received a Bachelor of Arts degree in International Business Relations from DePaul University.

The Board believes that Mr. Schawk is well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer and director of a multinational brand development and brand management company.

Francis S. Wlodarczyk, age 58, was appointed to the Board of Directors in April 2024. Mr. Wlodarczyk retired as Senior Vice President, Intelligent Devices, Rockwell Automation in 2023. In this role, he led a multi-billion dollar global business, responsible for strategic direction, growth, and profitability. Throughout his tenure at Rockwell Automation, Mr. Wlodarczyk served in multiple senior leadership positions in the U.S. and Europe, including roles in general management, strategy development, sales, business development and engineering. Mr. Wlodarczyk brings 35 years of experience in industrial automation working with global and regional manufacturers in many industries, including automotive, material handling, packaging and consumer products. Mr. Wlodarczyk holds a Bachelor of Science degree in electrical engineering from Pennsylvania State University.

The Board believes that Mr. Wlodarczyk is well-qualified to serve on the Company’s Board of Directors due to his experience and knowledge in many global manufacturing industries, and in particular, automation.

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The term for each of the Board’s nominees and the continuing directors is listed below:

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL THREE OF THE BOARD OF DIRECTORS’ NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND “WITHHOLD” WITH RESPECT TO EACH OF THE BARINGTON NOMINEES. The proxy holders will vote your proxy FOR each of the nominees of the Board of Directors set forth above unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 2

APPROVAL OF THE ADOPTION OF THE

SECOND AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN

On November 20, 2024 (the “Adoption Date”), the Board approved, subject to shareholder approval, the adoption of the Company’s Second Amended and Restated 2017 Equity Incentive Plan (the “Second Amended and Restated Plan”). If the Restated Plan is approved by our shareholders, it will authorize the issuance of 1,500,000 additional shares of the Company’s Common Stock. Following such approval, the aggregate number of shares of the Company’s Common Stock authorized for issuance under the Restated Plan would increase to 4,950,000. The Second Amended and Restated Plan will amend and restate the Matthews International Corporation Amended and Restated 2017 Equity Incentive Plan (the “Amended and Restated Plan”), which amended and restated the Matthews International Corporation 2017 Equity Incentive Plan (the “Initial Plan” and, together with the “Amended and Restated Plan,” the “Prior Plan”).

The affirmative vote of a majority of the votes cast in person or by proxy at a meeting held prior to the anniversary of the Adoption Date in which the holders of at least a majority of the outstanding shares of the Company’s Common Stock are present (in person or by proxy) and voting is required for approval of adoption of the Second Amended and Restated Plan. If the shareholders of the Company do not approve the Second Amended and Restated Plan as proposed in this Proxy Statement, the Second Amended and Restated Plan will not be used by the Company.

The Second Amended and Restated Plan is being adopted to maintain alignment of executive compensation with shareholder interests and maintain a sufficient share reserve to facilitate equity grants as determined by the Compensation Committee. Through the various awards under the Second Amended and Restated Plan, employees may acquire shares based on the achievement of certain goals.

In order to determine the number of shares of Common Stock to be authorized under the Second Amended and Restated Plan, the Compensation Committee and the Board considered the needs by the Company for the shares and the potential dilution that awarding the requested shares may have on the existing shareholders. As set forth in the Compensation Discussion and Analysis, the Compensation Committee consulted Pay Governance LLC as an independent compensation advisor to assist in this regard. The compensation advisor examined a number of factors, including the Company’s burn rate and an overhang analysis, which the Compensation Committee considered. As a result, the Compensation Committee recommended to the Board that 1,500,000 additional shares be authorized under the Second Amended and Restated Plan.

As of November 30, 2024, approximately 44,148 shares of Common Stock remained available for future grant under the Prior Plan, as follows:

In connection with its annual grant of equity awards, the Compensation Committee granted our President and Chief Executive Officer an award contingent upon the approval by our shareholders of the Second Amended and Restated Plan. Such award consists of (i) time-based restricted stock units, which may settle into a maximum of 58,320 shares of Common Stock, subject to Mr. Bartolacci’s continued service to the Company through November 18, 2027, (ii) performance units, which may settle into a maximum of 43,740 shares of Common

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Stock at target levels, upon the Company achieving certain metrics based on return on invested capital (“ROIC”); and (iii) performance units, which may settle into a maximum of 43,740 shares of Common Stock at target levels upon stock price appreciation for the Common Stock. Vesting of all units are generally subject to continuing employment through November 18, 2027 and the terms of the Second Amended and Restated Plan and the award agreement thereunder. Upon vesting, time-based units will be converted to an equal number of shares of Common Stock; performance units will be converted to Common Stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance units that do not achieve the ROIC or stock price appreciation thresholds by the end of the performance period will be forfeited. All such awards were made contingent on receipt of approval by the Company’s shareholders of the Second Amended and Restated Plan at the Annual Meeting.

In addition to the shares available for grant as of November 30, 2024, shares subject to any award that is forfeited, or any option or stock appreciation right, or SARs, that expires or lapses without being exercised, or any award that is settled for cash, in each case whether issued under the Prior Plan or the Second Amended and Restated Plan will become available for future grant. The Board is seeking shareholder approval for the Second Amended and Restated Plan and the pool of shares available under the Second Amended and Restated Plan, which it expects is sufficient for approximately two to three years of awards based upon the historic rates of awards by the Compensation Committee under the predecessor plans.

The Compensation Committee and the Board also considered the burn rate with respect to Company equity awards. The burn rate is the total equity awards granted by the Company in a fiscal year divided by the total weighted-average Common Stock outstanding during the year.

In fiscal 2022, 2023 and 2024, the Company made the following equity awards:

Using the ISS Proxy Advisory Services methodology for calculating burn rate, which includes performance-based shares vested based on actual performance rather than granted at target, the Company’s three-year average (ISS adjusted) burn rate for equity grants made in fiscal 2022, 2023 and 2024 was 1.69%, which was below the Commercial & Professional Services (GICS 2020) industry benchmark of 2.28%, based on the Company’s industry group and volatility. The Compensation Committee and the Board were satisfied that the Company’s burn rate over the past three years was an acceptable level and well below limits established by ISS.

An additional metric that the Compensation Committee and the Board used to measure the cumulative dilutive impact of the equity program is overhang. Overhang is defined as:

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As of November 30, 2024, the Company had no outstanding stock options, 1,725,314 restricted stock units (issuable as full value shares upon settlement of such restricted stock units) under the Prior Plan; 32,589 deferred share units (issuable as full value shares upon settlement of such deferred share units), 71,549 restricted stock units (issuable as full value shares upon settlement of such restricted stock units), and 82,652 shares available for future grant under the Director Fee Plan; plus no outstanding stock options, 12,761 deferred share units (issuable as full value shares upon settlement of such deferred share units), and no shares available for future grant under the Company’s Amended and Restated 2014 Director Fee Plan; plus no outstanding stock options, 5,768 deferred share units (issuable as full value shares upon settlement of such deferred share units), and no shares available for future grant under the Company’s 1994 Director Fee Plan; plus 44,148 shares available for future grant under the proposed Second Amended and Restated Plan, before the issuance of an award to Mr. Bartolacci that is contingent upon approval of this Proposal 2 by the Company’s shareholders as described above. As of such date, the Company had 30,937,563 outstanding shares of Common Stock. This results in an overhang of 11.2%.

The need for and value of such long-term equity grants within the Company’s overall compensation structure is also discussed in the “Long-Term Incentive Compensation” section in the Compensation Discussion and Analysis.

Shareholder approval of the Second Amended and Restated Plan will also enable the Company to grant awards under the Second Amended and Restated Plan that are designed to qualify for special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Key Features

The following features of the Second Amended and Restated Plan will continue to protect the interests of our shareholders:

Description of Second Amended and Restated Plan

The full text of the Second Amended and Restated Plan is set forth as Exhibit A to this Proxy Statement. The following description of the Restated Plan is qualified in its entirety by reference to Exhibit A.

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General. The purposes of the Second Amended and Restated Plan are to encourage eligible employees of the Company and its subsidiaries to increase their efforts to make the Company and each subsidiary more successful, to provide an additional inducement for such employees to remain with the Company or a subsidiary, to reward such employees by providing an opportunity to acquire shares of the Company’s Class A Common Stock, par value $1.00 per share, on favorable terms and to provide a means through which the Company may attract able persons to enter the employ of the Company or one of its subsidiaries. The eligible employees are those employees of the Company or any subsidiary who share responsibility for the management, growth or protection of the business of the Company or any subsidiary, as determined by the Committee. As of September 30, 2024, there were over 11,000 employees in the Company.

Under the Second Amended and Restated Plan, the maximum number of shares available for grants or awards is an aggregate of 4,950,000 shares, including 3,450,000 shares that were reserved for issuance under the Amended and Restated Plan. The Second Amended and Restated Plan also includes a fixed sub-limit for the granting of incentive stock options. In general, without further shareholder approval, the maximum number of shares for which incentive stock options may be granted is 1,000,000 shares.

The Second Amended and Restated Plan provides for (i) the grant of incentive stock options under Section 422 of the Internal Revenue Code, (ii) the grant of nonstatutory stock options, (iii) the grant of stock appreciation rights, either granted in conjunction with stock options (i.e., tandem stock appreciation rights) or not in conjunction with options (i.e., freestanding stock appreciation rights), (iv) restricted share awards, (v) restricted stock units, (vi) performance units and (vii) other stock based awards. Although the Second Amended and Restated Plan permits the grant of incentive stock options, the Company has not granted incentive stock options under the Initial Plan or its prior equity incentive plans.

The maximum number of shares as to which awards other than performance units or “other stock-based awards” may be made under the Second Amended and Restated Plan to any one employee in any one calendar year is 250,000 shares. The maximum value of the property, including cash, that may be paid or distributed to any participant pursuant to a grant of performance units in any one calendar year is $5,000,000, and the maximum value of Common Stock and other property, including cash, that may be paid or distributed to any participant with respect to “other stock based awards” in any one calendar year is also $5,000,000.

Share Counting. For purposes of the limit on the number of shares available under the Second Amended and Restated Plan and available for the sub-limit on incentive stock options (but not for the individual limit on shares that can be granted), each share of Common Stock which is subject to an award other than a stock option or a stock appreciation right is counted as one share, except that in case of performance units, one share shall be counted for each performance unit subject to an award, assuming the applicable performance goals are satisfied at target levels (as described in the applicable award agreement) (the “Target Level”), provided, however, that upon issuance of shares pursuant to the performance unit award, (x) if greater than 100% of the performance goals are satisfied, one additional share shall be counted for each share actually issued in excess of the number of shares that would have been issued at Target Level and (y) if less than 100% of the performance goals are satisfied, such number of shares shall be forfeited equal to the difference between (a) the number of shares that would have been issued at 100% of Target Level and (b) the number of shares actually issued, and become eligible for reissuance under the Second Amended and Restated Plan.

Except in the case of performance unit awards (which are described above), to the extent that any award is forfeited, or any option and tandem stock appreciation right (if any) or any free-standing stock appreciation right terminates, expires or lapses without being exercised, or any award is settled for cash, the shares of Common Stock subject to such awards will again be available for awards under the Second Amended and Restated Plan. However, shares of Common Stock subject to such awards will continue to be counted for purposes of the individual limits on shares that can be granted.

If the exercise price of any stock option and/or the tax withholding obligations relating to any awards are satisfied by delivering shares or withholding shares relating to such award, the gross number of shares subject to

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the award will nonetheless be deemed to have been granted for purposes of the Second Amended and Restated Plan and any shares which are delivered back to the Company will not be added to the aggregate number of shares for which awards may be made under the Second Amended and Restated Plan. If shares of Common Stock are issued upon the exercise of a stock appreciation right, all shares subject to the stock appreciation right are counted regardless of the number of shares issued upon exercise. Additionally, if any shares of Common Stock are repurchased on the open market with the proceeds of a stock option exercise, each such repurchased share of Common Stock is deemed to have been granted for purposes of the Second Amended and Restated Plan and any shares of Common Stock so repurchased will not be added to the aggregate number of shares for which Awards may be made under the Second Amended and Restated Plan.

Administration. The Second Amended and Restated Plan will be administered by a Committee appointed by the Board of Directors. At present, this is the Compensation Committee. None of the members of such Committee are eligible to participate in the Restated Plan.

Subject to the provisions of the Second Amended and Restated Plan, the Committee has full and final authority, in its discretion, to make awards under the Second Amended and Restated Plan, and to determine the employees to whom each award is made and the number of shares covered thereby. In determining the eligibility of any employee, as well as in determining the number of shares covered by each award, the Committee considers the position and responsibilities of the employee being considered, the nature and value to the Company or a subsidiary of his or her services, his or her present and/or potential contribution to the success of the Company or a subsidiary and such other factors as the Committee may deem relevant.

The Committee also has the power to interpret the Second Amended and Restated Plan and to prescribe such rules, regulations and procedures in connection with the operations of the Second Amended and Restated Plan as it deems necessary and advisable in its administration of the Second Amended and Restated Plan.

Terms of Stock Options. The option price for each stock option may not be less than 100% of the fair market value of the Company’s Common Stock on the date of grant of the stock option except that, in the case of an incentive stock option granted to an employee who owns actually or constructively pursuant to the rules contained in Section 424(d) of the Internal Revenue Code more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary (a “Ten Percent Employee”), the option price may not be less than 110% of such fair market value. Fair market value of the Common Stock for all purposes under the Second Amended and Restated Plan is the mean between the publicly reported highest and lowest sales prices per share of Class A Common Stock of the Company as quoted on the Nasdaq Exchange on the date as of which fair market value is determined. As of November 30, 2024, the fair market value of the Common Stock of the Company as determined by the above-stated formula was $30.32 per share.

No stock option may be exercised after the expiration of ten years from the date of grant (five years in the case of an incentive stock option granted to a Ten Percent Employee). Unless the Committee, in its discretion, otherwise determines, an exercisable stock option may be exercised in whole or in part. Otherwise, stock options may be exercised at such times, in such amounts and subject to such restrictions as are determined in its discretion by the Committee.

The option price for each stock option is payable in full in cash at the time of exercise; however, in lieu of cash the person exercising the stock option may, if authorized by the Committee at the time of grant in the case of an incentive stock option or at any time in the case of a nonstatutory stock option, pay the option price in whole or in part by delivering to the Company shares of Common Stock having a fair market value on the date of exercise of the stock option equal to the option price for the shares being purchased, except that any portion of the option price representing a fraction of a share must be paid in cash.

If the person exercising a stock option participates in a broker or other agent-sponsored exercise or financing program, the Company may cooperate with all reasonable procedures of the broker or other agent to permit

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participation by the person exercising the stock option in the exercise or financing program, but the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will be issued until the Company has received full payment in cash for the option price from the broker or other agent.

The aggregate fair market value (determined as of the time the incentive stock options are granted) of the shares of Common Stock with respect to which incentive stock options are exercisable for the first time by a participant in the Second Amended and Restated Plan during any calendar year may not exceed $100,000. If the date on which any incentive stock options may first be exercised would be accelerated pursuant to any provision of the Second Amended and Restated Plan or any stock option agreement, or amendment thereto, and the acceleration of such exercise date would result in a violation of this $100,000 restriction, then, notwithstanding any such provision, but subject to the authorization provided for in the following sentence, the exercise dates of such incentive stock options will be accelerated only to the date or dates, if any, that do not result in a violation of the $100,000 restriction, and in such event the exercise dates of the incentive stock options with the lowest option prices would be accelerated to the earliest such dates. The Committee may, in its discretion, authorize the acceleration of the exercise date of one or more incentive stock options even if such acceleration would violate the $100,000 restriction and one or more incentive stock options would thereby be converted in whole or in part to nonstatutory stock options.

Stock Appreciation Rights. A stock appreciation right (“SAR”) entitles the holder to receive, on exercise, the excess of the fair market value of the Common Stock on the exercise date over the SAR grant price. The Committee may grant SAR awards as stand-alone awards or in tandem with a related option award under the Second Amended and Restated Plan. The SAR grant price is set by the Committee and may not be less than the fair market value of the Common Stock on the date of the grant. Payment upon exercise will be in cash, shares of Common Stock, or both. Unless otherwise determined by the Committee, any related option will no longer be exercisable to the extent a tandem SAR has been exercised, and the exercise of an option will cancel the related tandem SAR.

Repricing Prohibited. The Second Amended and Restated Plan prohibits repricing of options or SARs without further shareholder approval. Repricing means the grant of a new option or SAR in return for the cancellation, exchange or forfeiture of an award that has a higher grant price than the new award, the amendment of an outstanding award to reduce the grant price, the cancellation or repurchase of an option or SAR at a time when grant price is greater than the fair market value of the Common Stock or any action that would be treated, for accounting purposes, as a repricing. The grant of a substitute award under the anti-dilution and anti-enlargement provisions explained under “Miscellaneous,” below, is not a repricing.

Other Terms of Options and SARS. Unless the Committee determines otherwise, the following provisions of this paragraph will apply in the event of any termination of employment, except that the third preceding paragraph will apply in any event if the exercise date of any incentive stock option is accelerated. If the employment of a participant who is not a Disabled Participant (as defined in the Second Amended and Restated Plan) is voluntarily terminated with the consent of the Company or a subsidiary or a participant retires under any retirement plan of the Company or a subsidiary (i) any then outstanding incentive stock option held by the participant is exercisable (but only to the extent the stock option was exercisable immediately prior to the termination of employment) at any time prior to the expiration of the stock option or within three months after the date of termination of employment, whichever is the shorter period, and (ii) any nonstatutory stock option or SAR held by the participant is exercisable (but only to the extent the stock option or SAR was exercisable immediately prior to the termination of employment of the participant) at any time prior to the expiration of the stock option or SAR or within one year after the date of termination of employment, whichever is the shorter period. If the employment of any participant is voluntarily terminated with such consent and such termination occurs because the participant is a Disabled Participant, any then outstanding stock option or SAR held by the participant is exercisable in full (whether or not so exercisable immediately prior to the termination of employment) at any time prior to the expiration of the stock option or SAR or within one year after the date of termination of employment, whichever is the shorter period. In the event of the death of a participant during

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employment, any then outstanding stock option or SAR is exercisable in full (whether or not so exercisable immediately prior to the death of the participant) by the person or persons entitled to do so under the will of the participant or, if the participant shall fail to make testamentary disposition of the stock option or SAR or shall die intestate, by the legal representative of the participant, in either case at any time prior to the expiration of the stock option or SAR or within one year after the date of death, whichever is the shorter period. In the event of the death of a participant after termination of employment during a period when a stock option or SAR is exercisable, any outstanding stock option or SAR held by the participant at the time of death is exercisable by the person or persons entitled to do so under the will of the participant or by the legal representative of the participant (but only to the extent the stock option or SAR was exercisable immediately prior to the death of the participant) at any time prior to the expiration of the stock option or SAR within one year after the date of death, whichever is the shorter period.

If the employment of any participant terminates for any other reason, unless the exercise period of a stock option or SAR following termination of employment has been extended upon the occurrence of one or more of the events described under “Additional Rights in Certain Events” below, the rights of the participant under any then outstanding stock option or SAR terminate at the time of such termination of employment.

Unless the Committee, in its discretion, otherwise determines, no stock option or SAR granted under the Second Amended and Restated Plan is transferable other than by will or by the laws of descent and distribution, and a stock option or SAR may be exercised during a participant’s lifetime only by the participant. If the Committee determines that an award is transferable, it may do so only to the extent that such transfer is made without the payment of value or consideration to the participant.

Each grant of a stock option or SAR must be confirmed by an agreement between the Company and the participant which sets forth the terms of the stock option or SAR.

Performance Goals. The Committee may establish performance goals (“Performance Goals”) in connection with the grant of restricted stock, restricted stock units, performance units or “other stock-based awards.”

Restricted Stock. Restricted stock awards are actual shares of Common Stock issued to a participant subject to such restrictions (including restrictions on the right of the participant to sell, assign, transfer, pledge or otherwise encumber the shares awarded while such shares are subject to restrictions) as the Committee may impose thereon. Except as otherwise determined by the Committee, the participant shall have, with respect to the shares of the restricted stock, all the rights of a shareholder of the Company, including the right to vote the shares and receive cash dividends, provided that such cash dividends will not be paid to such participant unless and until the shares of Common Stock subject to the restricted stock award become vested. Prior to or at the time of grant, the Committee shall condition the award on the continued employment by the participant, Performance Goals as set by the Committee, or both. Except in the case of certain qualified performance-based awards, the Committee may modify or waive any restrictions it imposes.

Following a restricted stock award and prior to the lapse of the applicable restrictions, to the extent that share certificates representing the restricted shares are issued, such certificates will either bear a legend referencing the restrictions or will be held by the Company in escrow. Upon the lapse of the applicable restrictions (and not before such time), any share certificates representing the restricted shares and unpaid dividends, if any, will be delivered to the participant, or any shares evidenced by book-entry will be marked unrestricted. If the restrictions applicable to the restricted stock award are not satisfied within the applicable period, the shares subject to the award will be forfeited, any certificates returned to the Company and any book entries changed to evidence transfer of the shares to the Company.

Restricted Stock Unit Awards. Restricted stock units are awards denominated in shares of Common Stock that will be settled, subject to the terms and conditions of the restricted stock units and at the sole discretion of the Committee, in an amount of cash, shares of Common Stock, or both, based upon the fair market value of a

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specified number of shares of Common Stock. The vesting of such units will be conditioned upon the continued service of the participant, the attainment of Performance Goals as set by the Committee, or both. Except in the case of certain qualified performance-based awards, the Committee may modify or waive any of the conditions applicable to restricted stock units. Restricted stock units generally may not be transferred by a participant. Participants granted restricted stock units will not be entitled to any dividends payable on the Common Stock unless the agreement relating to the award provides otherwise and shall not have any voting rights with respect to such units.

Performance Units. Performance units may be granted by the Committee either alone or in addition to other awards under the Second Amended and Restated Plan and subject to the satisfaction of Performance Goals specified by the Committee. The Committee may select periods during which the Performance Goals chosen by the Committee are measured for the purpose of determining the extent to which a performance unit has been earned. The Committee decides whether the Performance Goals have been achieved, what amount of the award will be paid and the form of payment, which may be cash, shares of Common Stock or other property or any combination. Performance units will not have any voting rights and holders of performance units will not be shareholders of the Company unless and until shares of Common Stock are issued. Performance units generally may not be transferred by a participant.

Other Awards. The Committee may award Common Stock and other awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including but not limited to, unrestricted stock or dividend equivalents. Any such award shall be subject to such terms and conditions as established by the Committee.

Certain Restrictions on Certain Awards. Except as otherwise provided in the Second Amended and Restated Plan, and subject to certain exceptions set forth in the Second Amended and Restated Plan, awards of restricted stock, restricted stock units, performance units, or other stock-based awards are generally subject to vesting during a restriction period of at least three years following the date of grant. However, a restriction period of only at least one year following the date of grant may be used if vesting is conditional, in whole or in part, upon the achievement of performance goals. Awards with restriction periods of at least three years may first vest upon completion of one year of service measured from the vesting commencement date of the award and thereafter on a pro rata basis over the remainder of any such restriction period. In addition, except as otherwise provided in the Second Amended and Restated Plan, and subject to certain exceptions set forth in the Second Amended and Restated Plan, awards of stock options and SARS are generally subject to vesting during a restriction period of at least one year following the date of grant. The Committee may grant or accelerate awards without regard to the foregoing requirements for up to, collectively for all such awards, five percent (5%) of the shares available for award under the Second Amended and Restated Plan.

Additional Rights in Certain Events. The Second Amended and Restated Plan provides for acceleration of the exercisability and extension of the expiration date of stock options and SARs, for the lapse of the restrictions on restricted share awards, and for the vesting of restricted stock units and performance units upon the occurrence of one or more events described in Section 11 of the Second Amended and Restated Plan (“Section 11 Events”). Such an event is deemed to have occurred when (i) the Company acquires actual knowledge that any person (other than the Company, a subsidiary or any employee benefit plan sponsored by the Company) has acquired beneficial ownership, directly or indirectly, of securities representing 20% or more of the voting power of the Company, (ii) during any period of two consecutive years less than a majority of the total number of authorized members of the Board of Directors (excluding vacant seats) are persons who were either directors at the beginning of such period and individuals whose election by the Company’s security holders, or nomination for election, was approved by a vote of at least a majority of the members of the Nominating and Corporate Governance Committee (consisting of directors then still in office who were directors at the beginning of such period or who were approved for election or nomination in accordance with Section 11 of the Second Amended and Restated Plan) or at least two-thirds of the directors then still in office who were directors on the Adoption Date or who were so approved (other than individuals whose initial assumption of office is in connection with an

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election or proxy contest), provided that for purposes of determining whether a Section 11 Event has occurred, each Board then-authorized seat shall count once, (iii) the consummation of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the shareholders of the Company immediately prior to such transaction do not hold, directly or indirectly, immediately following such transaction, a majority of the voting power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the acquiring corporation or (z) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 30% of the consolidated assets of the Company immediately prior to the transaction or (iv) the commencement of any liquidation or dissolution of the Company (other than pursuant to any transfer of 70% or more of the consolidated assets of the Company to an entity or entities controlled by the Company and/or its shareholders following such liquidation or dissolution).

Unless the agreement or an amendment thereto otherwise provides, but subject to the $100,000 restriction described above for incentive stock options and exceptions for certain participants described in Section 11 of the Second Amended and Restated Plan, notwithstanding any other provision contained in the Second Amended and Restated Plan, upon the occurrence of any Section 11 Event (i) all outstanding stock options and SARs become immediately and fully exercisable whether or not otherwise exercisable by their terms, (ii) all stock options and SARs held by a participant whose employment with the Company or a subsidiary terminates within one year of any Section 11 Event for any reason other than voluntary termination with the consent of the Company or a subsidiary, retirement under any retirement plan of the Company or a subsidiary or death are exercisable for a period of three months from the date of such termination of employment, but in no event after the expiration date of the stock option or SARs, (iii) all restrictions applicable to restricted stock awards under the Second Amended and Restated Plan which have not previously lapsed will lapse regardless of the scheduled lapse of such restrictions and (iv) all restricted stock units and performance units are considered to be earned and payable in full, any vesting conditions are considered to have been satisfied, and such restricted stock units and performance units will be settled in cash as promptly as is practicable after the Section 11 Event. None of the provisions (i) to (iv) above in this paragraph will apply to a participant whose securities are included in those determining the beneficial ownership of a person referred to in subsection (i) of the Section 11 Events above.

Miscellaneous. The Board of Directors may alter or amend the Second Amended and Restated Plan at any time except that, without approval of the shareholders of the Company, no alteration or amendment may (i) increase the maximum aggregate number of shares of Common Stock for which awards may be made under the Second Amended and Restated Plan, (ii) increase the maximum aggregate number of shares as to which incentive stock options may be granted pursuant to the sub-limit under the Second Amended and Restated Plan, (iii) make any changes in the class of employees eligible to be granted awards under the Second Amended and Restated Plan, (iv) change the maximum number of shares as to which awards may be made to any participant under the Second Amended and Restated Plan, (v) change the maximum amount that may be paid or distributed to any participant in any one calendar year under the Second Amended and Restated Plan pursuant to a grant of performance units or other stock-based awards, (vi) change the restrictions regarding repricing explained above, (vii) change the option price or base price of any SAR permitted under the Second Amended and Restated Plan, (viii) be made if shareholder approval of the amendment is at the time required for awards under the Second Amended and Restated Plan to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by the rules of the Nasdaq Exchange or any other stock exchange on which the Common Stock may then be listed or (ix) be made to the extent such approval is needed for certain qualified performance-based awards to qualify for an exemption under Section 162(m) of the Code. In addition, no alteration or amendment of the Second Amended and Restated Plan may, without the written consent of the holder of any award theretofore granted under the Second Amended and Restated Plan, adversely affect the rights of such holder with respect thereto.

The Board of Directors may also terminate the Second Amended and Restated Plan at any time, but termination of the Second Amended and Restated Plan would not terminate any outstanding awards granted under the Restated Plan or cause a revocation or forfeiture of any restricted stock award under the Second Amended and Restated Plan.

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The Second Amended and Restated Plan contains anti-dilution and anti-enlargement provisions providing for adjustment or substitution in the shares available for awards under the Second Amended and Restated Plan, in the various maximum limitations on awards under the Second Amended and Restated Plan, in the number of shares covered by outstanding awards under the Second Amended and Restated Plan and in the exercise price of outstanding awards in certain events, including mergers, consolidations, acquisitions of shares, stock rights offering, liquidation, separation, spinoff, disaffiliation of a subsidiary, extraordinary dividend, stock dividend, stock split, revenue stock split, reorganization, share combination or recapitalization.

Awards to a participant may, in the Committee’s sole discretion at any time between the date of grant and the third anniversary of any exercise, payment or vesting of such awards, be cancelled, suspended or required to be repaid to the Company if the participant (i) competes with the Company or its subsidiaries, (ii) induces or attempts to induce any customer, supplier, licensee or certain others to cease doing business with the Company or its subsidiaries, or interferes with the Company’s or any of its subsidiaries’ relationships with such customer, supplier, licensee or other person, (iii) solicits employees to leave the employment of the Company or its subsidiaries or interferes with their employment relationship, or (iv) defames or disparages the Company, its subsidiaries or certain related persons. Unless the agreement related to an award or an amendment otherwise provides, these provisions do not apply following the occurrence of one or more of the events described under “Additional Rights in Certain Events” above.

All awards under the Second Amended and Restated Plan constitute a special incentive payment to the participant and are not taken into account in computing the amount of salary or compensation of the participant for the purpose of determining benefits under any other benefit plan or under any agreement between the Company and the participant, unless such plan or agreement specifically provides otherwise.

The Second Amended and Restated Plan has indemnification provisions providing indemnity for actions taken under the Second Amended and Restated Plan by members of the Company’s Board and the Company’s officers.

The Restated Plan contains provisions intended to comply with Section 409A of the Code (related to deferred compensation). The Committee may establish procedures allowing payment of an award to be deferred, provided any deferral is consistent with Section 409A of the Code. In such cases of deferral, the participant may be entitled to receive interest or dividends, or dividend equivalents, with respect to shares covered by the award, but in no event will any of the same be paid on any unearned performance units or performance share units until such units vest.

Possible Anti-takeover Effect

The provisions of the Second Amended and Restated Plan providing for the acceleration of the exercise date of outstanding stock options and SARs upon the occurrence of a Section 11 Event, the extension of the period during which outstanding stock options and SARs may be exercised upon termination of employment following a Section 11 Event, the lapse of restrictions applicable to restricted stock and other awards, and accelerated vesting of restricted stock units and performance units upon the occurrence of a Section 11 Event may be considered as having an anti-takeover effect.

Awards to Named Officers and Other Employees

Awards under the Second Amended and Restated Plan will be granted in such amounts and to such individuals entitled to participate in the Second Amended and Restated Plan, as determined by the Committee in its sole discretion. Therefore, the benefits or amounts that will be received by employees, officers, directors and consultants under the Second Amended and Restated Plan are currently not determinable.

Share Repurchases May Prevent Dilution

For a number of years, the Company has had and the Company currently has in place an active share repurchase program. The Company has no specific policy or practice with respect to the repurchase of shares under such

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program in order to offset grants of shares under its equity plans. However, the effect of any such share repurchase program will be to prevent or minimize the dilutive effect of stock-based compensation plans.

New Plan Benefits

All awards issued under the Second Amended and Restated Plan are made at the discretion of the Committee. The amounts of future awards to our directors, executive officers (including our Named Executive Officers), and our other employees under the Second Amended and Restated Plan are discretionary. As a result, the amounts that will be received or allocated under the Second Amended and Restated Plan are not determinable at this time. We have therefore not included a table that reflects such awards.

Notwithstanding the foregoing, the shares that remain available for future awards under the Prior Plan were not sufficient to support grants of all of the restricted stock units and performance unit awards approved by the Compensation Committee in the first quarter of fiscal year 2025. Therefore, only such awards listed in the table below were made contingent on receipt of approval by the Company’s shareholders of the Second Amended and Restated Plan at the Annual Meeting. If the Second Amended and Restated Plan is approved by the shareholders at the Annual Meeting, subject to applicable treatment under the U.S. securities laws and U.S. GAAP, such contingent awards will have a grant date effective as of the date approved by the Compensation Committee. If the Company’s shareholders do not approve the Second Amended and Restated Plan at the Annual Meeting, the Compensation Committee will settle such awards in cash upon vesting based on the fair market value per share of Common Stock on the appliable vesting date.

The following table sets forth the number of shares of Common Stock, as of the record date, underlying grants of restricted stock units and performance unit awards approved by the Compensation Committee in the first quarter of fiscal year 2025 that were made contingent on receipt of approval by the Company’s shareholders of the Second Amended and Restated Plan at the Annual Meeting:

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Federal Income Tax Consequences

The following is a brief summary of certain of the Federal income tax consequences of awards under the Second Amended and Restated Plan. It is intended for the information of shareholders considering how to vote at the meeting and not as tax guidance to participants in the Second Amended and Restated Plan. This summary is not intended to be exhaustive, is based on U.S. federal income tax law currently in effect, does not constitute tax advice and, among other things, does not address possible state, local or foreign tax consequences under present law nor does it describe consequences based on particular circumstances.

Incentive Stock Options. A participant does not recognize any taxable income upon receipt of an incentive stock option or generally, at the time of exercise of an incentive stock option, whether cash or shares are used to pay the exercise price. The exercise of an incentive stock option, however, generally does result in an increase in a participant’s taxable income for alternative minimum tax purposes.

If a participant exercises an incentive stock option and does not dispose of the shares received in a subsequent “disqualifying disposition” (generally, a sale, gift or other transfer within two years after the date of grant of the incentive stock option or within one year after the shares are transferred to a participant), upon disposition of the shares any amount realized in excess of the participant’s tax basis in the shares disposed of is treated as a long-term capital gain, and any loss is treated as a long-term capital loss. In the event of a “disqualifying disposition,” the difference between the fair market value of the shares received on the date of exercise and the option price (limited, in the case of a taxable sale or exchange, to the excess of the amount realized upon disposition over the participant’s tax basis in the shares) is treated as compensation income received by the participant in the year of disposition. Any additional gain is taxable as a capital gain and any loss as a capital loss, which is long-term or short-term depending on whether the shares were held for more than one year. Special rules apply in determining the compensation income recognized upon a disqualifying disposition if the option price of the incentive stock option is paid with shares of Common Stock. If shares of Common Stock received upon the prior exercise of an incentive stock option are transferred to the Company in payment of the option price of an incentive stock option within either of the periods referred to above, the transfer is considered a “disqualifying disposition” of the shares transferred, but only compensation income determined as stated above, and no capital gain or loss, is recognized.

Neither the Company nor any of its subsidiaries is entitled to a deduction with respect to shares received by a participant upon exercise of an incentive stock option and not disposed of in a “disqualifying disposition.” If an amount is treated as compensation received by a participant because of a “disqualifying disposition,” the Company or one of its subsidiaries generally is entitled to a deduction in the same amount for compensation paid, subject to the “Limits on Deductions/Other Tax Matters” below.

Nonstatutory Stock Options. A participant generally does not recognize any taxable income upon receipt of a nonstatutory stock option. Upon the exercise of a nonstatutory stock option the amount by which the fair market value of the shares received, determined as of the date of exercise, exceeds the option price is treated as compensation income received by the participant in the year of exercise. If the option price of a nonstatutory stock option is paid in whole or in part in shares, no income, gain or loss is recognized by a participant on the receipt of shares equal in value on the date of exercise to shares delivered in payment of the option price. The fair market value of the remainder of the shares received upon exercise of the nonstatutory stock option, determined as of the date of exercise, less the amount of cash, if any, paid upon exercise is treated as compensation income received by the participant on the date of exercise of the stock option.

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The Company or one of its subsidiaries generally is entitled to a deduction for compensation paid in the same amount that is treated as compensation received by the participant upon exercise of a nonstatutory stock option, subject to the “Limits on Deductions/Other Tax Matters” below.

Stock Appreciation Rights. A participant generally does not recognize any taxable income upon receipt of a SAR (whether as a stand-alone award or in tandem with a related option award). Upon the exercise of a SAR the amount by which the fair market value of the Common Stock subject to the SAR on the exercise date exceeds the SAR grant price is treated as compensation income received by the participant in the year of exercise, whether received in cash, shares of Common Stock or both. The Company or one of its subsidiaries generally is entitled to a deduction for compensation paid in the same amount that is treated as compensation received by the participant upon exercise of the SAR, subject to the “Limits on Deductions/Other Tax Matters” below.

Restricted Stock. A participant does not recognize any taxable income upon the grant of the award, provided the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). However, the participant may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the participant does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse is treated as compensation income to the participant and is taxable in the year the restrictions lapse. If the participant does not make a Section 83(b) election, dividends paid to the participant on the shares prior to the date the restrictions lapse will be treated as compensation income. The Company or one of its subsidiaries generally is entitled to a deduction for compensation paid in the same amount that is treated as compensation income to the participant, subject to the “Limits on Deductions/Other Tax Matters” below.

Restricted Stock Units. A participant generally does not recognize any taxable income upon receipt of restricted stock units. Any cash and the fair market value of any shares of Common Stock received by a participant upon the vesting of restricted stock units are treated as compensation income received by the participant in the year of receipt. The Company or one of its subsidiaries generally is entitled to a deduction for compensation paid in the same amount that is treated as compensation income received by the participant upon vesting of the restricted stock units, subject to the “Limits on Deductions/Other Tax Matters” below.

Performance Units. A participant generally does not recognize any taxable income upon receipt of performance units. Any cash and the fair market value of any shares of Common Stock and other property received by a participant when performance units are earned are treated as compensation income received by the participant in the year of receipt. The Company or one of its subsidiaries generally is entitled to a deduction for compensation paid in the same amount that is treated as compensation income received by the participant upon the earning of performance units, subject to the “Limits on Deductions/Other Tax Matters” below.

Other Awards. The tax consequences to the participant and the Company of awards of Common Stock and other awards that are valued by reference to or otherwise based upon Common Stock will be dependent upon the nature and structure of the award.

Deferred Compensation. While the Committee may establish procedures allowing payment of an award to be deferred, any deferral under the Second Amended and Restated Plan is intended to comply with Section 409A of the Internal Revenue Code so as to avoid additional taxes under Section 409A of the Internal Revenue Code being imposed on the participant.

Limits on Deductions/Other Tax Matters. Certain events described above under “Additional Rights in Certain Events” may result in (i) a 20% Federal excise tax (in addition to Federal income tax) to a participant on certain compensation resulting from awards previously received under the Second Amended and Restated Plan and (ii) the loss of a compensation deduction which would otherwise be allowable to the Company or one of its subsidiaries as explained above.

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The Company or one of its subsidiaries generally is entitled to a deduction for compensation paid provided the compensation is reasonable. However, Section 162(m) of the Code disallows a compensation deduction for compensation paid to the principal executive officer and any of the other three highest compensated officers (other than the principal financial officer) of the Company in excess of $1,000,000 each in any taxable year of the Company, except that compensation that is performance-based may be excluded from this deduction limitation. (The $1,000,000 deduction limit is reduced by the amount of any compensation deduction disallowed under the immediately preceding paragraph.) The Second Amended and Restated Plan is intended to be structured so that compensation arising from the exercise of certain grand-fathered awards should be performance-based within the meaning of Section 162(m) of the Code. Nevertheless, it is possible that such awards may be made which may be subject to the limits of Section 162(m) of the Code.

In addition to the Second Amended and Restated Plan, the Company also has a Director Fee Plan. The Director Fee Plan is more fully described in the “General Information Regarding Corporate Governance—Compensation of Directors” section of this Proxy Statement.

Equity Plan Information

The following table provides information about grants under the Company’s equity compensation plans as of September 30, 2024:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE ADOPTION OF THE SECOND AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the proxy.

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PROPOSAL 3

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Company’s Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2025.

The Audit Committee has determined that it would be desirable as a matter of good corporate practice to request an expression of opinion from the shareholders on the appointment. Although our shareholders are not required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm, because we have submitted the ratification of our registered public accounting firm for approval by shareholders, the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” such proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025. As discussed elsewhere in this Proxy Statement, to the extent that Barington provides a gold proxy card or voting instruction form to shareholders who hold their shares in “street name,” all of the proposals presented at the Annual Meeting, including this Proposal 3, will be considered “non-routine” matters, and brokers will not be entitled to vote your shares on the proposal without your instructions, resulting in a “broker non-vote,” which will have no effect on the outcome of this proposal Abstentions will have no effect on the outcome of this proposal, regardless of whether Barington provides a proxy card or voting instruction form to shareholders who hold their shares in “street name.”

If the shareholders do not ratify the selection of Ernst & Young LLP, the selection of an alternative independent registered public accounting firm will be considered by the Audit Committee; provided, further, however, even if the shareholders do ratify the selection of Ernst & Young LLP, as requested in this Proxy Statement, the Audit Committee reserves the right, at any time, to re-designate and retain a different independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2025.

It is not expected that any representative of Ernst & Young LLP will be present at the Annual Meeting of the Shareholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING SEPTEMBER 30, 2025. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the proxy card.

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PROPOSAL 4

ADVISORY (NON-BINDING) VOTE ON THE EXECUTIVE COMPENSATION

OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

As described in the Compensation Discussion and Analysis in this Proxy Statement, and summarized in the “Executive Summary” thereto, the Compensation Committee of the Board has developed an executive compensation program designed to pay for performance and to align the long-term interests of our named executive officers with the long-term interests of our shareholders. The Company presents a proposal for an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers on an annual basis. Accordingly, the Company is presenting the following proposal, which gives our shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting for or against the resolution set forth below. This resolution is required pursuant to Section 14A of the Exchange Act. Approval of the compensation paid to our named executive officers, as disclosed in this Proxy Statement, will be approved (on a non-binding basis) if the proposal receives the affirmative vote of a majority of the shares cast at the meeting, a quorum being present. Abstentions and broker non-votes will have no effect on the proposal. Because the vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

RESOLVED, that the shareholders approve (on a non-binding basis) the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Proxy Statement set forth under the caption “Executive Compensation and Retirement Benefits.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the proxy card.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company’s Restated Articles of Incorporation divide its voting stock into three classes: Preferred Stock, and Class A and Class B Common Stock. At the present time, no shares of Preferred Stock or Class B Common Stock are issued or outstanding. The following information is furnished with respect to persons who the Company believes, based on its records and filings made with the SEC, beneficially own five percent or more of the outstanding shares of Common Stock of the Company, and with respect to directors, individuals nominated to serve as directors, officers and executive management. Those individuals with more than five percent of the Company’s Common Stock could be deemed to be “control persons” of the Company.

This information presented is as of November 30, 2024, except as otherwise noted. The percentage ownership calculation is based on 30,937,563 shares of Common Stock outstanding.

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Stock Ownership Guidelines

The Company has established guidelines for stock ownership by management, which are intended to promote the alignment of the interests of management with the Company’s shareholders. As more fully described under “Compensation Discussion and Analysis” of this Proxy Statement, the guidelines provide for ownership by management of shares of the Company’s Common Stock with a minimum market value ranging up to six times base salary depending upon the individual’s position with the Company. Individuals are expected to achieve compliance with these guidelines within a reasonable period of time after appointment to their respective positions.

For purposes of these guidelines, stock ownership includes all shares directly owned (including shares held under the Employee Stock Purchase Plan and time-vesting restricted stock units or shares) but does not include outstanding stock options or unvested performance-based restricted stock units or shares. Immediate compliance with these guidelines is not mandatory; however, individuals are expected to undertake a program to achieve compliance within five years of their hire date or promotion to their respective position. The ownership policy mandates that at least 50% of the after-tax shares realized upon an option exercise or vesting of restricted stock or restricted stock units must be retained until the ownership guideline is met. Compliance with these ownership guidelines is one of the factors considered by the Compensation Committee in determining eligibility for participation in the Company’s equity compensation programs. As of November 30, 2024, all NEOs (as defined below) exceeded, and were therefore in compliance with, the Company’s stock ownership guidelines.

The Company has also adopted guidelines for stock ownership by non-employee directors, which require that each director maintain ownership of shares of the Company’s Common Stock (either directly, through restricted shares or restricted stock units issued under the Company’s Director Fee Plan or through shares held in a deferred stock compensation account for the benefit of the director under the Company’s Director Fee Plan) with a market value approximating five times the current annual retainer ($90,000). Directors are expected to achieve compliance with these guidelines within a reasonable period of time after becoming a director. As of November 30, 2024, all of the directors had exceeded, and were therefore in compliance with, the Company’s stock ownership guidelines or are within the reasonable time period for compliance.

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EXECUTIVE COMPENSATION AND RETIREMENT BENEFITS

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with the Company’s management. Based upon such review and discussion, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2025 Proxy Statement, and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

COMPENSATION DISCUSSION AND ANALYSIS

Matthews International Corporation’s Named Executive Officers in Fiscal 2024

The Company’s executive compensation policies are administered by the Compensation Committee of the Board of Directors. The Compensation Committee consists of four independent directors: Mr. O’Brien (Chairperson), Mr. Dunlap, Dr. Richards and Mr. Schawk. Compensation for the Company’s Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executives is presented in the Summary Compensation Table and the other tables that follow.

Executive Summary

Compensation Philosophy and Objectives

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvements in the Company’s operating results and appreciation in our stock value.

To underscore the importance of “pay-for-performance” in our compensation philosophy and our Company’s culture, our Compensation Committee (referred to throughout this section as the “Committee”) has developed incentive arrangements based on rigorous performance standards. Our annual incentive compensation plan rewards executives for the attainment of adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”), economic value added, and adjusted operating cash flow targets. Adjusted net income is utilized instead of adjusted EBITDA for corporate participants. For purposes of our annual incentive plan,

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“economic value added” is the measure of adjusted EBITDA (or adjusted net income for corporate participants) compared to the cost of the capital utilized to generate this income. Adjusted operating cash flow is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital of the Company’s business units. Our long-term incentive plan awards in fiscal 2024 rewards participants for the achievement of earnings per share targets and ROIC.

The principal objectives of the Company’s executive compensation program for the Company’s named executive officers (“NEOs”) and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of our philosophy is to:

Our compensation philosophy targets the market median for all elements of compensation.

Response to 2024 Say on Pay Vote and Investor Engagement Efforts

At the Company’s annual meeting held in February 2024, over 90% of votes cast were in support of the compensation of our NEOs. Given this level of support, the Committee believes that the Company’s executive compensation programs appropriately link our executive compensation to the performance of the Company and reflect contemporary practices. The Committee remains committed to routinely reviewing and updating our executive compensation program as appropriate.

In addition, the Committee routinely evaluates responses from the Company’s annual outreach efforts with its largest shareholders and has deemed that the current executive compensation design aligns with the expectations of our shareholders. No critical feedback was received from shareholders that suggested the Committee needed to revise the design of a particular compensation policy or practice. Therefore, based on the results of our latest Say-on-Pay vote and feedback from investors, the Committee maintained its core executive compensation design. A summary of our executive compensation program for fiscal 2024 is included in the table below.

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Executive Compensation Elements for Fiscal 2024

Our executive compensation program is comprised of the following key elements. Each is designed to meet the objectives of our executive compensation program as established by the Committee:

Executive Compensation Governance Practices

The following executive compensation practices and policies have been adopted by the Committee to ensure sound corporate governance and alignment of the interests of executives and the Company’s shareholders. Many of these policies and practices have been adopted to discourage excessive risk-taking by our executive team.

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What We Do:

What We Don’t Do:

CEO Compensation Decisions for Fiscal 2024

Despite the challenging conditions over the past several years, including the pandemic, European market impact from the Russia-Ukraine war, and the global economy, the Committee emphasized the importance of remaining consistent with the Company’s executive compensation philosophies, which target base salaries at market median levels and reward executives for performance against pre-established targets and creation of shareholder value. Market median levels, as referenced herein, were determined by the Committee’s independent consultant based on Matthews’ peer companies and other appropriate market survey data. As noted in the pie chart below, variable, at-risk compensation accounted for 81% of our CEO’s target compensation.

Key performance indicators considered by the Committee in November 2023 in determining Mr. Bartolacci’s compensation for 2024 were as follows:

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In consideration of the Committee’s executive compensation philosophy and these performance factors, the Committee approved the following compensation changes in November 2023:

Based on the Company’s fiscal 2024 performance relative to pre-established adjusted net income, economic value added and adjusted operating cash flow targets, Mr. Bartolacci earned annual incentive compensation at 52% of his target for fiscal 2024 (see Annual Incentive Compensation below). As a result of the Company’s fiscal 2024 operating results and the reduction in annual equity award noted above, Mr. Bartolacci’s total compensation (as reflected in the Summary Compensation Table) declined by 10.3% in fiscal 2024 compared to fiscal 2023.

With respect to compensation related to changes in pension value and non-qualified deferred plan compensation, the Company terminated its non-qualified Supplemental Retirement Plan (“SERP”) and the Company’s principal defined benefit retirement plan (“DB Plan”) in 2022, both of which Mr. Bartolacci was a participant. Upon termination of these plans, he became a participant in the Company’s non-qualified Management Deferred Compensation Plan.

In addition, as shown in the table below, Mr. Bartolacci forfeited equity awards in November 2022 and November 2024 with original grant date values of $925,586 and $1,145,850, respectively. As further emphasis on the Committee’s philosophy to align long-term incentive compensation with the Company’s performance, the actual realized portion of the performance-based long-term incentive compensation awards that were granted over the past five years for the Company’s CEO was 68.3% (see table on page 75).

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Fiscal 2024 Target Compensation Mix

The pie charts below show the mix of target compensation provided to our CEO and other NEOs in fiscal 2024. Variable, at-risk compensation accounted for 81% of our CEO’s target compensation and 67% of our other NEOs compensation on average.

Compensation Committee Administration

The principal function of the Committee is to review the Company’s compensation and benefit programs, including executive compensation and benefits, to ensure that total compensation is appropriate, competitive and consistent with the Company’s compensation philosophy. In performing its duties, the Committee consults with the Company’s CEO, the Company’s human resources leadership and various independent external advisors. In fiscal 2024, the Committee consulted principally with Pay Governance, LLC, an independent executive compensation consulting firm. Pay Governance, LLC does not perform any other services for the Company and reports directly to the Committee. The Committee has full authority to retain external advisors, consultants and agents, as necessary, in the fulfillment of its responsibilities. The Committee reviews the performance and the fees of the independent consultant each year and determines whether to retain such consultant for the upcoming year.

Among its other duties, the Committee has responsibility for setting executive base salary levels and administering the terms and policies of the following key executive benefit plans:

In general, the Committee’s desire to align the Company’s executive compensation program with market levels drives the allocation between short-term and long-term compensation, as well as cash and equity components. The Committee believes that the level of compensation provided to an executive should be based on success against pre-established performance goals that drive the creation of shareholder value. To achieve this objective, the Company has built its current annual cash incentive plan based on achievement of adjusted EBITDA, economic value-added and adjusted operating cash flow targets. For the long-term plan, the Committee generally approved equity awards in fiscal 2024 (November 2023) and fiscal 2025 (November 2024) with vesting

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provisions dependent on time and service (40%) and the achievement of stock price appreciation (30%) and return on invested capital (30%) targets. The Company has no formal policy regarding the allocation of variable and fixed compensation for its NEOs.

The Committee has considered whether its executive compensation program promotes risk taking at levels that are unacceptable to the Company. The Committee considered the following mitigating factors related to risk:

The Committee believes that the above factors as well as the overall executive compensation design, policies and mix of compensation serve to manage risk in a manner that is acceptable to the Company and its shareholders.

The Committee makes decisions regarding executive compensation with input from its independent consultant. When making decisions regarding compensation for the CEO, the Committee has a process in which it considers comparative market data provided by its independent consultant and the CEO’s performance assessment prepared by the Company’s Board of Directors. When making decisions regarding compensation for executives other than the CEO, the Committee considers comparative market data and seeks input and evaluates recommendations from the CEO. In order to obtain comparative market data for evaluating executive compensation, the Company, through its independent consultant, utilizes compensation data published by Willis Towers Watson. The Company targets industrial and manufacturing companies of similar size, complexity, employment region and performance in developing this set of comparative data. Because data sample sizes for these types of companies may not be sufficient, the Company supplements such data with broader and more general industry data to develop its market data.

In evaluating compensation for fiscal 2024, the Committee’s independent consultant developed a group of peer companies to make assessments of market compensation and to determine the alignment of compensation earned relative to Company and peer performance. The peer group targeted industrial/manufacturing companies of similar size, complexity, employment region, and performance. The peer group of companies used in evaluating compensation (“Peer Group”) for 2024 was:

For calendar 2025, the Committee approved the removal of Kaman Corporation (acquired).

The Committee does not consider amounts from prior performance-based compensation, such as prior bonus awards or realized or unrealized equity compensation gains, in its decisions to increase or decrease compensation in the current year. The Committee believes that this would not be in the best interest of retaining and motivating the executive.

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Clawback Policy

The Board adopted a clawback policy (the “Clawback Policy”) effective as of October 1, 2023. The Clawback Policy, which is administered by the Committee, applies to current and former executive officers of the Company as defined in Rule 10D-1 (each an “Affected Officer”), promulgated under the Exchange Act. Under the Clawback Policy, if the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a “Restatement”), the Company is obligated to recover erroneously awarded incentive-based compensation received from the Company by Affected Officers. Incentive-based compensation includes any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on an applicable Restatement.

Under the Clawback Policy, each employee (including executive officers) of the Company and its subsidiaries are also subject to the clawback of incentive-based compensation if (i) a Restatement is required as a result of any fraud or intentional misconduct by such person, or (ii) the Committee determines in its discretion that a lower amount of incentive-based compensation would have been paid to such person, but for the error giving rise to the restatement such person received erroneously awarded compensation as a result.

Additionally, the Company’s equity- and cash-based compensation plans permit it to clawback compensation paid by the Company to participants, including executive officers and directors, if they engage in specified activities. For example, our 2015 Incentive Plan has a recoupment provision under which the Committee has the discretion to adjust for the recovery of previously paid awards from any participant, where appropriate, in the event of restatement of prior financial statements. No such adjustments have been necessary under these provisions. The 2015 Incentive Plan and the Second Amended and Restated Plan also provide the Committee with the discretion over the three-year period following the grant of awards to cancel, suspend or require repayment to the Company of outstanding awards if the participant (i) competes with the Company or its subsidiaries, (ii) violates solicitation provisions with customers or employees, or (iii) defames or disparages the Company, its subsidiaries or certain related persons. In addition, the Second Amended and Restated Plan has a cancellation provision under which the Committee has the discretion to cancel, suspend or require to be repaid any awards under the Second Amended and Restated Plan if, subject to limited exceptions, the participant (i) engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Company or any of its subsidiaries, (ii) induces or attempts to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relationship with the Company or any of its subsidiaries to cease doing business with the Company or any of its subsidiaries or in any way interferes with the relationship between any such customer, supplier, licensee or other person and the Company or any of its subsidiaries, (iii) solicits any employee of the Company or any of its subsidiaries to leave the employment thereof or in any way interferes with the relationship of such employee with the Company or any of its subsidiaries, or (iv) makes any statements or comments, orally or in writing, of a defamatory or disparaging nature regarding the Company or any of its subsidiaries (including but not limited to regarding any of their respective businesses, officers, directors, personnel, products or policies).

The Second Amended and Restated Plan also provides that if the Committee determines that a vice president or more senior officer, including any named executive officer, participating such plan has engaged in fraud or misconduct that caused, in whole or in part, the need for a required restatement of the Company’s financial statements filed with the SEC, the Committee will review all incentive compensation awarded to or earned by such participant, including, without limitation, any award under the Second Amended and Restated Plan, with respect to fiscal periods materially affected by the restatement and may recover from such participant all such incentive compensation to the extent that the Committee deems appropriate after taking into account the relevant facts and circumstances.

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Pay-for-Performance Alignment

The Committee believes there are different ways of assessing whether compensation paid to executives aligns with the performance of the Company. For the Committee’s consideration in understanding the Company’s pay-for-performance alignment, the Committee’s compensation consultant examined the relationship of the CEO’s realizable compensation and the Company’s performance relative to the CEO compensation and performance of the Peer Group. Performance was defined as the relative ranking of the following four performance metrics:

The consultant evaluated each performance metric independently relative to the Peer Group for the three-year period 2021 through 2023, and the five-year period 2019 through 2023. The relative ranking of each performance metric was averaged to form a composite ranking. The Company’s relative composite performance ranking was aligned with the Peer Group as follows:

For the three-year period 2021 through 2023, the CEO’s three-year realizable compensation relative to the Peer Group ranked at the 83^rd percentile while the Company’s performance composite ranked at the 68^th percentile of the Peer Group. Realizable compensation includes base salary, actual bonuses paid, the intrinsic value of equity awards at the fiscal year-end 2023 stock price and performance shares earned or expected to be earned.

For the five-year period 2019 through 2023, the CEO’s five-year realizable compensation relative to Peer Group ranked at the 65^th percentile while the Company’s performance composite ranked at the 41^st percentile of the Peer Group.

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The Committee evaluated this information and concluded that the Company’s relative performance was aligned with the relative realizable value of compensation paid to the CEO on a three-year basis and five-year basis.

As further emphasis on the Committee’s philosophy to align long-term incentive compensation with the Company’s performance, below is a table which reflects, as of November 30, 2024, the actual realized portion of the performance-based long-term incentive compensation awards that were granted over the past five fiscal years for the Company’s CEO:

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Base Salaries

The Committee determines and approves the base salaries of the Company’s executives, including the CEO, and considers recommendations from the CEO with respect to the other executives. The Committee employs the same principles that are applied in developing the base salaries of all employees. Base salary ranges are determined for each executive position based on their level, responsibilities and complexity using the 50^th percentile survey data for similar positions at comparable companies. A base salary market median amount is determined for each position based on this competitive data and ranges are established to provide that the Company’s salary levels are managed between 80% and 120% of such market median.

In determining base salary adjustments for each executive, the Committee considers the individual’s performance evaluation, the level of responsibility for the position, an individual’s current base salary in relation to market median and industry competition for executive talent. As discussed earlier, the Committee’s philosophy is to target fixed base salaries at the median market levels. On this basis, base salaries were increased for calendar 2024 as shown in the following table. As a result of these adjustments, the calendar 2024 base salaries of each NEO approximated market median.

Executives are also subject to an annual individual performance evaluation. The evaluations are designed to rate each executive on various criteria, both objective and subjective, including the areas of leadership, technical expertise, initiative, judgment and personal development. An overall rating is assessed to each individual from these evaluations and is an important element in determining annual adjustments to base salaries. The rating levels include: Surpassed (highest rating), Achieved, and Progressed/Missed (lowest rating). The Committee conducts an evaluation of the CEO’s performance and the CEO conducts an evaluation of each executive officer’s performance. Each of the NEOs was rated at either Surpassed or above the Achieved level.

Annual Incentive Compensation

The 2015 Incentive Plan covers the annual incentive compensation to be paid to key managers of the Company, including the NEOs. The 2015 Incentive Plan provides an incentive arrangement based on the achievement of annual goals reflective of the Company’s business plan. The objective of the program is to promote the Company’s goal of increasing shareholder value. The Company believes that three of the key elements in the creation of shareholder value are:

Accordingly, the annual incentive plan for fiscal 2024 was designed to motivate management to achieve levels of adjusted EBITDA, economic value added, and adjusted operating cash flow reflective of the Company’s business plan.

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Designated managers within each of the Company’s business segments participate in the incentive program for their respective business unit. For fiscal 2024, incentive compensation for these participants (except the SGK Brand Solutions segment) was calculated based on the achievement of adjusted EBITDA, economic value added, and adjusted operating cash flow targets established for their individual business unit. Economic value added for business units is defined as the unit’s adjusted EBITDA less its cost of capital (cost of capital is determined based on a pre-tax rate of 12% multiplied by net controllable assets, which is estimated to exceed the Company’s weighted average pre-tax cost of capital). Adjusted operating cash flow for business units for the purposes of incentive compensation is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital. Incentive compensation for SGK Brand Solutions participants was calculated based on the achievement of adjusted EBITDA and adjusted operating cash flow targets for this business unit.

Incentive compensation for corporate executives was calculated based on the achievement of pre-established targets for adjusted net income, economic value added, and adjusted operating cash flow performance of the Company on a consolidated basis. Corporate economic value added is measured based on the Company’s adjusted net income less its after-tax cost of capital (with cost of capital based on an after-tax rate of 8%, which is estimated to approximate the Company’s weighted average after-tax cost of capital).

Adjusted EBITDA (adjusted net income for Corporate participants), economic value added, and adjusted operating cash flow targets are established at the beginning of the fiscal year by the Committee. The Company provides reconciliations of adjusted EBITDA and adjusted net income (GAAP vs. non-GAAP) in its quarterly earnings reports, which can be found on the Company’s website. In determining these targets for fiscal 2024, the Committee considered the long-term growth objectives of the Company; fiscal 2024 operating budgets approved by the Company’s Board of Directors; and current economic, industry and competitive market conditions.

Fiscal 2024 performance targets established for the respective business units of the NEOs were as follows:

Corporate amounts (Mr. Bartolacci, Mr. Nicola and Mr. Walters are participants) were based on consolidated adjusted net income, economic value added, and adjusted operating cash flow of the Company. The adjusted net income target for fiscal 2024 was based on a consolidated adjusted EBITDA target of $232.0 million, which represented an increase over the fiscal 2023 actual adjusted EBITDA. Memorialization amounts (Mr. Gackenbach) were based on the adjusted EBITDA, economic value added and adjusted operating cash flow of this segment excluding the Environmental Solutions business. SGK Brand Solutions amounts (Mr. Kohl) were based on the adjusted EBITDA and adjusted operating cash flow of this segment excluding the Saueressig packaging business.

The attainment of target performance levels results in an earned incentive equivalent to the participant’s target incentive amount (discussed below). No incentive amounts are earned for operating results that do not achieve the defined minimum performance levels. Incentive amounts cannot exceed the defined maximum percentage of the participant’s target incentive amount. Earned incentive percentages are interpolated within the ranges.

For the NEOs for fiscal 2024 (except for Mr. Kohl), 40% of the participant’s target annual incentive compensation opportunity was based on the achievement of adjusted EBITDA targets (adjusted net income for Corporate participants), 40% was based on the achievement of economic value added targets, and the remaining 20% was based on the achievement of adjusted operating cash flow targets. For Mr. Kohl, for fiscal 2024, 80% of

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his target annual incentive compensation opportunity was based on the achievement of adjusted EBITDA targets and the remaining 20% was based on the achievement of adjusted operating cash flow targets. To better align business unit performance with the Company’s consolidated objectives, 25% of the annual incentive compensation opportunities for Mr. Gackenbach and Mr. Kohl were based on the achievement of the Company’s consolidated results.

The target incentive amount is expressed as a percentage of the participant’s base salary and based upon the executive’s position and the industry recommended percentage target for the position as provided to the Company by Pay Governance, LLC. Target, minimum and maximum incentive award opportunities for the CEO and other NEOs are included in the table below.

Actual results for fiscal 2024 compared to target levels were as follows. Adjusted EBITDA and adjusted net income amounts reflected the following adjustments as pre-approved by the Committee: acquisition-related costs, restructuring costs, ERP implementation costs, intangible amortization expense, and certain other non-GAAP adjustments as presented in the Company’s quarterly and annual earnings reports.

Corporate

Memorialization (excluding Environmental Solutions)