Matthews Files Investor Presentation Highlighting Commitment to Shareholder Value Creation
Matthews International (MATW) has filed an investor presentation ahead of its February 20, 2025 Annual Meeting, highlighting its strategic initiatives and urging shareholders to vote for its three director nominees. The company emphasizes several key achievements, including:
The company has returned approximately $490 million to shareholders through dividends and share repurchases since 2014, while implementing a cost reduction program targeting annual savings of up to $50 million. Matthews has agreed to sell SGK Brand Solutions for $350 million and expects to announce additional value-creation initiatives throughout fiscal 2025.
The Board, which collectively owns 3.3% of shares, has welcomed three new independent directors since 2020 and nominated a fourth for the 2025 annual meeting. The company opposes Barington's director nominees, citing their lack of relevant experience and understanding of Matthews' business operations.
Matthews International (MATW) ha presentato una relazione agli investitori in vista della sua Assemblea Annuale del 20 febbraio 2025, evidenziando le proprie iniziative strategiche e sollecitando gli azionisti a votare per i suoi tre candidati alla direzione. L'azienda sottolinea diversi risultati chiave, tra cui:
L'azienda ha restituito circa 490 milioni di dollari agli azionisti attraverso dividendi e riacquisti di azioni dal 2014, mentre ha implementato un programma di riduzione dei costi con un obiettivo di risparmio annuale fino a 50 milioni di dollari. Matthews ha concordato di vendere SGK Brand Solutions per 350 milioni di dollari e prevede di annunciare ulteriori iniziative di creazione di valore durante l'esercizio 2025.
Il Consiglio, che possiede collettivamente il 3,3% delle azioni, ha accolto tre nuovi direttori indipendenti dal 2020 e ha nominato un quarto per l'assemblea annuale del 2025. L'azienda si oppone ai candidati alla direzione di Barington, citando la loro mancanza di esperienza rilevante e comprensione delle operazioni aziendali di Matthews.
Matthews International (MATW) ha presentado una presentación para inversionistas de cara a su Junta General Anual del 20 de febrero de 2025, destacando sus iniciativas estratégicas y exhortando a los accionistas a votar por sus tres candidatos a director. La compañía enfatiza varios logros clave, incluyendo:
La compañía ha devuelto aproximadamente 490 millones de dólares a los accionistas a través de dividendos y recompra de acciones desde 2014, mientras implementa un programa de reducción de costos que apunta a ahorros anuales de hasta 50 millones de dólares. Matthews ha acordado vender SGK Brand Solutions por 350 millones de dólares y espera anunciar iniciativas adicionales de creación de valor a lo largo del ejercicio fiscal 2025.
La Junta, que posee colectivamente el 3.3% de las acciones, ha dado la bienvenida a tres nuevos directores independientes desde 2020 y ha nominado a un cuarto para la junta anual de 2025. La empresa se opone a los candidatos a director de Barington, citando su falta de experiencia relevante y comprensión de las operaciones comerciales de Matthews.
매튜스 인터내셔널 (MATW)는 2025년 2월 20일 연례 총회를 앞두고 투자자 발표를 제출하며 전략적 이니셔티브를 강조하고 주주들에게 세 명의 이사 후보자에게 투표할 것을 촉구했습니다. 회사는 다음과 같은 여러 주요 성과를 강조합니다:
회사는 2014년 이후 배당금과 자사주 매입을 통해 주주에게 약 49억 달러를 돌려주었으며, 연간 5천만 달러까지 절감 계획을 수립했습니다. 매튜스는 SGK 브랜드 솔루션을 3억 5천만 달러에 판매하기로 합의했으며, 2025 회계 연도 동안 추가적인 가치 창출 이니셔티브를 발표할 것으로 예상하고 있습니다.
이사회는 집합적으로 3.3%의 주식을 보유하고 있으며, 2020년 이후 세 명의 새로운 독립 이사를 환영하고, 2025년 연례 총회를 위해 네 번째 이사를 지명했습니다. 회사는 매튜스의 비즈니스 운영에 대한 관련 경험 및 이해 부족을 이유로 Barington의 이사 후보자에게 반대하고 있습니다.
Matthews International (MATW) a soumis une présentation aux investisseurs avant sa réunion annuelle du 20 février 2025, mettant en avant ses initiatives stratégiques et exhortant les actionnaires à voter pour ses trois candidats au conseil d'administration. L'entreprise souligne plusieurs réalisations clés, notamment :
L'entreprise a retourné environ 490 millions de dollars aux actionnaires par le biais de dividendes et de rachats d'actions depuis 2014, tout en mettant en œuvre un programme de réduction des coûts visant des économies annuelles allant jusqu'à 50 millions de dollars. Matthews a convenu de vendre SGK Brand Solutions pour 350 millions de dollars et prévoit d'annoncer d'autres initiatives de création de valeur tout au long de l'exercice 2025.
Le conseil d'administration, qui possède collectivement 3,3 % des actions, a accueilli trois nouveaux directeurs indépendants depuis 2020 et a nommé un quatrième pour l'assemblée annuelle de 2025. L'entreprise s'oppose aux candidats au conseil de Barington, citant leur manque d'expérience pertinente et de compréhension des opérations commerciales de Matthews.
Matthews International (MATW) hat eine Investorenpräsentation im Vorfeld seiner Hauptversammlung am 20. Februar 2025 eingereicht, in der seine strategischen Initiativen hervorgehoben und die Aktionäre aufgefordert werden, für seine drei Direktorenkandidaten zu stimmen. Das Unternehmen betont mehrere wichtige Erfolge, darunter:
Das Unternehmen hat seit 2014 etwa 490 Millionen Dollar an Aktionäre durch Dividenden und Aktienrückkäufe zurückgegeben, während es ein Kostensenkungsprogramm implementiert hat, das auf jährliche Einsparungen von bis zu 50 Millionen Dollar abzielt. Matthews hat zugestimmt, SGK Brand Solutions für 350 Millionen Dollar zu verkaufen und erwartet, im Geschäftsjahr 2025 weitere wertschaffende Initiativen bekanntzugeben.
Der Vorstand, der insgesamt 3,3% der Aktien besitzt, hat seit 2020 drei neue unabhängige Direktoren willkommen geheißen und einen vierten für die Hauptversammlung 2025 nominiert. Das Unternehmen lehnt die Direktorenkandidaten von Barington ab und nennt deren mangelnde relevante Erfahrung und Verständnis der Geschäftsabläufe von Matthews.
- Implemented cost reduction program targeting $50 million in annual savings
- Secured $350 million from SGK Brand Solutions sale
- Returned $490 million to shareholders since 2014 through dividends and buybacks
- Board owns 3.3% of shares, demonstrating alignment with shareholder interests
- None.
Insights
This proxy battle represents a critical juncture for Matthews International's corporate governance and strategic direction. The company's defense against Barington's activist campaign reveals several noteworthy elements that deserve careful analysis:
Strategic Portfolio Management: The planned
Capital Allocation Strategy: The company's balanced approach is evident in their dual focus on returning capital (
Board Composition Analysis: The current board refreshment strategy, with three new independent directors since 2020 and a fourth nominee, aligns with best practices in corporate governance. The
Most compelling is the contrast in strategic vision between the incumbent board and Barington's nominees. The current board emphasizes long-term value creation through strategic diversification and operational excellence, while Barington's approach appears more focused on short-term initiatives. The criticism of Barington's nominees' qualifications, particularly regarding relevant industry experience and engagement levels, raises legitimate concerns about their potential effectiveness in overseeing Matthews' complex portfolio.
The engagement of J.P. Morgan as financial advisor adds credibility to Matthews' strategic review process and suggests a comprehensive approach to evaluating alternatives. This proxy contest's outcome will likely have significant implications for Matthews' future strategic direction and operational execution.
Urges Shareholders to Vote “FOR” All Three of Matthews’ Director Nominees on the WHITE Proxy Card and “WITHHOLD” on Barington’s Director Nominees
PITTSBURGH, Jan. 27, 2025 (GLOBE NEWSWIRE) -- Matthews International Corporation (NASDAQ GSM: MATW) (“Matthews” or the “Company”) today announced that it has filed an investor presentation with the Securities and Exchange Commission (“SEC”) in connection with its upcoming Annual Meeting of Shareholders scheduled to be held on February 20, 2025. The presentation is viewable at: www.matw.com/investors.
Key highlights of the presentation include:
The Board and management team have strategically positioned Matthews for long-term success
- Matthews has strategically diversified the portfolio into promising new markets and built a global platform positioned to win across brands, solutions and markets.
- Under CEO Joe Bartolacci’s leadership, Matthews has built the memorialization business to become a leader across casket, bronze and granite memorials and cremation.
- The team has made careful, strategic investments into the Industrial Technologies segment to address end markets with significant growth potential.
- Since 2014, Matthews has returned approximately
$490 million of capital to shareholders in dividends and share repurchases while strategically investing in capital expenditures and inorganic growth of the businesses. - The cost reduction program is already well underway, including initiatives that will target annual consolidated savings of up to
$50 million .
The Board maintains a rigorous approach to portfolio optimization, as evident in the ongoing strategic alternatives process and the agreement to sell SGK Brand Solutions
- The Board already disclosed a comprehensive evaluation of strategic alternatives for all of the Company’s businesses and has in the past explored strategic alternatives for multiple parts of the Industrial Technologies segment, including an equity investment in the battery division.
- The Board has been pursuing an SGK transaction since 2019 and had facilitated discussions with five different counterparties, 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.
- Matthews expects to announce several initiatives over the course of the 2025 fiscal year that will help drive shareholder value creation.
The Company’s strategy and governance are overseen by an actively refreshed, diverse and experienced Board
- 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.
- Matthews' nominees bring the right set of skills and expertise to help the board drive long-term shareholder value.
- Alvaro Garcia-Tunon is the former CFO of Wabtec Corporation, and he brings extensive leadership in international business, corporate governance and risk management.
- Terry Dunlap is the former Interim CEO of Metallus (f/k/a TimkenSteel), with a strong background in strategic leadership and operational efficiency.
- Michael Nauman served as President and CEO of Brady Corporation, bringing expertise in specialty products and technical equipment that would directly benefit the launch of the new product identification offering.
- The Board collectively owns approximately
3.3% of the Company's shares, exceeding the stake held by Barington, demonstrating strong alignment with shareholder interests and confidence in the Company's strategic direction.1
Barington has presented no new ideas and has indicated a level of short-term thinking that would destroy shareholder value. Furthermore, Barington’s nominees have no understanding of Matthews, irrelevant skills and track records of questionable M&A oversight
- Ana Amicarella has no public company CEO experience, showed no understanding about Matthews’ businesses in her interview with the Board and her experience is limited to the generation and distribution of energy, which is not relevant to Matthews’ business of manufacturing equipment used for producing battery components.
- Chan Galbato showed no understanding about Matthews’ businesses in his interview with the Board, his experience in private equity operations has limited relevance to Matthews’ businesses and his last professional experience in manufacturing was nearly 20 years ago.
- Jim Mitarotonda added no value in two years as a consultant for Matthews, showing up to most meetings unprepared, ending them early, or skipping them entirely. He has no relevant skills or new ideas and has a track record of questionable M&A oversight and pursuing short-term gains at the expense of long-term value.
The actions taken by the Matthews Board and management team have built a scaled, established and diversified platform to drive further growth and create long-term value for all 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 International
Matthews 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.
Additional Information
In 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 Solicitation
The 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 Statements
Any 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 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 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, 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.
Matthews International Corporation
Corporate Office
Two NorthShore Center
Pittsburgh, PA 15212-5851
Phone: (412) 442-8200
Contacts
Matthews International Co.
Steven F. Nicola
Chief Financial Officer and Secretary
(412) 442-8262
Sodali & Co.
Michael Verrechia/Bill Dooley
(800) 662-5200
MATW@investor.sodali.com
Georgeson LLC
Bill Fiske / David Farkas
MATWinfo@Georgeson.com
Collected Strategies
Dan Moore / Scott Bisang / Clayton Erwin
MATW-CS@collectedstrategies.com
1 Percentage ownership calculated based on 30,937,563 shares of the Company’s Common Stock outstanding as of November 30, 2024 per the Company Proxy Statement.
FAQ
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