Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
January 08 2025 - 4:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
Matthews International Corporation |
(Name of Registrant as Specified In Its Charter)
|
|
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
BARINGTON COMPANIES INVESTORS, LLC
BARINGTON CAPITAL GROUP, L.P.
LNA CAPITAL CORP.
JAMES MITAROTONDA
ANA B. AMICARELLA
CHAN W. GALBATO
1 NBL EH, LLC
JOSEPH GROMEK
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Barington Companies Equity
Partners, L.P. (“Barington”), together with the other participants named herein, has filed a definitive proxy statement and
accompanying GOLD universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes
for the election of Barington’s slate of director nominees at the 2025 annual meeting of shareholders (the “Annual Meeting”)
of Matthews International Corporation, a Pennsylvania corporation (the “Company”).
On January 8, 2025, Barington
issued the following press release:
Barington Capital Group Statement on Matthews
International’s Sale of
SGK Brand Solutions
NEW YORK, January 8, 2025 -- Barington
Capital Group, L.P. (“Barington Capital”) and certain of its affiliates (collectively “Barington” or “we”),
a fundamental, value-oriented activist investor that beneficially owns approximately 1.9% of the outstanding common stock of Matthews
International Corporation (NASDAQ: MATW) (“Matthews” or the “Company”), today issued the following statement in
response to Matthews’ planned sale of SGK Brand Solutions (“SGK”):
“Since 2022, Barington has urged Matthews
to simplify its portfolio. Indeed, Barington has repeatedly proposed the sale of the Company’s SGK segment, a poorly performing
business that has resulted in a write down of more than $266.2 million under the Company’s ownership. While we are pleased that
the Company is taking this step today, it is unfortunate that it occurred only after Barington called for changes to Matthews’ management
and Board of Directors.
“We believe the SGK transaction not only
highlights one of the many value-creating opportunities available to Matthews’ shareholders, but also the importance of having Barington’s
nominees on the Matthews Board. We believe our nominees, if elected, will bring the fresh perspectives, as well as the financial, corporate
strategy and turnaround expertise, that Matthews requires to maximize shareholder value.”
For additional information regarding Barington’s
campaign at Matthews, visit: https://barington.com/matthews
ABOUT BARINGTON CAPITAL GROUP, L.P.
Barington Capital Group, L.P. is a fundamental,
value-oriented activist investment firm established by James Mitarotonda in January 2000. Barington invests in undervalued publicly traded
companies that Barington believes can appreciate significantly in value when substantive improvements are made to their operations, corporate
strategy, capital allocation and corporate governance. Barington’s investment team, advisors and network of industry experts draw
upon their extensive strategic, operating and boardroom experience to assist companies in designing and implementing initiatives to improve
long-term shareholder value.
Media Contact:
Jonathan Gasthalter/Amanda Shpiner
Gasthalter & Co.
212-257-4170
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