Matthews International Corporation (Nasdaq GSM: MATW)
(“Matthews” or the “Company”) issued the following statement
regarding a February 6, 2025 report by Institutional Shareholder
Services ("ISS"):
We strongly disagree with ISS’ recommendation, which adopts
Barington’s positions while giving no substantive analysis to
Barington’s own plans and nominees. In doing so, ISS does not give
appropriate consideration to the concerning absence of relevant
skills and new ideas among Barington’s nominees and the actions
Matthews is taking to unlock the value of its businesses.
Notably, Barington’s “four-step plan” contains no ideas that
would help shareholders, except those (like a strategic transaction
of SGK) that have already been initiated by the Company. ISS’
report does not address whether Barington’s plans for the Company
would be better for shareholders than the Board’s current
strategy.
Additionally, we do not agree with the position that the “most
important attribute” that Barington’s nominees have is their
“independence.” In fact, they would bring to the Board a total lack
of understanding about our business, no relevant skills, and track
records of poor oversight. As a consultant to the Company, James
Mitarotonda added no value, showed up to most meetings unprepared
and made suggestions that either did not make sense or were already
being executed. Barington’s other two nominees also showed no
understanding of our Company in interviews with directors.
Furthermore, Mr. Mitarotonda and his nominees have no experience
relevant to the businesses in which we operate, and each have been
criticized for questionable M&A oversight that was alleged to
have destroyed shareholder value.
In contrast, under the current Board of Directors, the Company
has taken significant actions to benefit all shareholders:
- The Board has developed our Memorialization segment into a
market-leading, cash-generating business—leading to significant
capital return to shareholders and significant re-investment into
our high-growth Industrial Technologies segment, such as our Dry
Battery Electrode (DBE) technology. Following our recent victory
against Tesla in arbitration, we intend to immediately resume
marketing, selling and delivering our DBE solutions to other
customers in the growing electric vehicle market, where battery and
automobile equipment manufacturers from around the world seek to
adopt our innovative solutions. We expect that this victory will
eliminate an overhang on the stock that we believed was caused by
this dispute.
- The Board announced a strategic disposition of the SGK business
following a process begun in 2019, well before Barington was even a
shareholder. The SGK transaction provides for substantial upfront
consideration of $350 million at closing, while still benefiting
from synergy-driven value creation in the future. The favorable
terms of the SGK transaction reflect the various strategic
investments in technology and cost-savings initiatives executed by
the leadership team over recent years.
- The Board disclosed a comprehensive evaluation of strategic
alternatives for all of the Company’s businesses, engaging J.P.
Morgan’s expertise to facilitate this process. Matthews expects to
announce several initiatives over the course of the 2025 fiscal
year that we believe will help drive shareholder value.
- Since 2020, we have welcomed three new independent directors
and nominated a fourth new independent director for election at the
2025 annual meeting. The Board plans to continue to refresh in the
coming year. As part of this commitment, Mr. Babe will not stand
for re-election at the 2026 annual meeting, which is further
evidence of Board change and refreshment. Matthews' nominees bring
the right set of skills and expertise to help the board drive
long-term shareholder value.
On January 31, 2025, GAMCO Asset Management, one of Matthews’
top 5 shareholders with an approximate 4.38% stake, announced that
it will support Matthews’ director nominees. In its press release,
GAMCO stated: “After a thorough review, GAMCO believes that
Matthews’ proposed slate of nominees is best positioned, at this
time, to focus and execute on the Company’s efforts to surface
underlying value for all shareholders.”
We have been in ongoing discussions with shareholders and value
the feedback we have received. We look forward to continuing these
conversations and are committed to doing what is in the best
interest of all Matthews shareholders.
Your vote is important, and we ask that you vote “FOR”
all three Matthews’ nominees on the WHITE proxy card and “WITHHOLD”
on Barington’s Director Nominees.
J.P. Morgan Securities LLC is serving as financial advisor to
Matthews. Sidley Austin LLP is serving as legal counsel to
Matthews.
About Matthews InternationalMatthews
International Corporation is a global provider of memorialization
products, industrial technologies, and brand solutions. The
Memorialization segment is a leading provider of memorialization
products, including memorials, caskets, cremation-related products,
and cremation and incineration equipment, primarily to cemetery and
funeral home customers that help families move from grief to
remembrance. The Industrial Technologies segment includes the
design, manufacturing, service and sales of high-tech custom energy
storage solutions; product identification and warehouse automation
technologies and solutions, including order fulfillment systems for
identifying, tracking, picking and conveying consumer and
industrial products; and coating and converting lines for the
packaging, pharma, foil, décor and tissue industries. The SGK Brand
Solutions segment is a leading provider of packaging solutions and
brand experiences, helping companies simplify their marketing,
amplify their brands and provide value. The Company has over 11,000
employees in more than 30 countries on six continents that are
committed to delivering the highest quality products and
services.
YOUR VOTE IS IMPORTANT!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 and
“WITHHOLD” on Barington’s nominees.Simply follow
the easy instructions on the
enclosed WHITE proxy card to vote by
internet or by signing, dating and returning the
WHITE proxy card in the postage-paid envelope
provided. If you received this letter by email, you may also vote
by pressing the WHITE “VOTE NOW” button
in the accompanying email. 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 at: (888) 755-7097
or email MATWinfo@Georgeson.com |
Additional InformationIn connection with the
Company’s 2025 Annual Meeting, the Company has filed with the U.S.
Securities and Exchange Commission (“SEC”) and commenced mailing to
the shareholders of record entitled to vote at the 2025 Annual
Meeting a definitive proxy statement and other documents, including
a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED BY THE COMPANY AND ALL OTHER RELEVANT DOCUMENTS WHEN
FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other
interested parties will be able to obtain the documents free of
charge at the SEC’s website, www.sec.gov, or from the Company at
its website: http://www.matw.com/investors/sec-filings. You may
also obtain copies of the Company’s definitive proxy statement and
other documents, 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.
Participants in the SolicitationThe
participants in the solicitation of proxies in connection with the
2025 Annual Meeting are the Company, Alvaro Garcia-Tunon, Gregory
S. Babe, Joseph C. Bartolacci, Katherine E. Dietze, Terry L.
Dunlap, Lillian D. Etzkorn, Morgan K. O’Brien, J. Michael Nauman,
Aleta W. Richards, David A. Schawk, Jerry R. Whitaker, Francis S.
Wlodarczyk, Steven F. Nicola and Brian D. Walters.
Certain information about the compensation of the Company’s
named executive officers and non-employee directors and the
participants’ holdings of the Company’s Common Stock is set forth
in the sections entitled “Compensation of Directors” (on page 36
and available here), “Stock Ownership of Certain Beneficial
Owners and Management” (on page 64 and available here),
“Executive Compensation and Retirement Benefits” (on page 66 and
available here), and “Appendix A” (on page A-1 and
available here), respectively, in the Company’s definitive
proxy statement, dated January 7, 2025, for its 2025 Annual Meeting
as filed with the SEC on Schedule 14A, available here.
Additional information regarding the interests of these
participants in the solicitation of proxies in respect of the 2025
Annual Meeting and other relevant materials will be filed with the
SEC when they become available. These documents are or will be
available free of charge at the SEC’s website
at www.sec.gov.
Forward-Looking StatementsAny forward-looking
statements contained in this release 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, including statements regarding the anticipated timing and
benefits of the proposed joint venture transaction, 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 the possibility that the terms of
the final award to be issued by the Arbitrator in the Tesla, Inc.
("Tesla") dispute may differ from the terms of the interim award
issued by the Arbitrator and may be challenged, our ability to
satisfy the conditions precedent to the consummation of the
proposed joint venture transaction on the expected timeline or at
all, our ability to achieve the anticipated benefits of the
proposed joint venture transaction, 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, including changes in costs due to adjustments
to tariffs, 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, divestitures and business combinations,
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
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.
Matthews International CorporationCorporate
OfficeTwo NorthShore CenterPittsburgh, PA 15212-5851Phone: (412)
442-8200
ContactsMatthews International
Co.Steven F. Nicola Chief Financial Officer and
Secretary(412) 442-8262
Sodali & Co.Michael Verrechia/Bill
Dooley(800) 662-5200MATW@investor.sodali.com
Georgeson LLCBill Fiske / David
FarkasMATWinfo@Georgeson.com
Collected StrategiesDan Moore / Scott Bisang /
Clayton ErwinMATW-CS@collectedstrategies.com
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