Matthews International faces second proxy contest from Barington Capital

Matthews International Corporation (NASDAQ: MATW) confirmed it received another notice from Barington Capital L.P. indicating its intent to nominate directors for election at the company's 2026 annual meeting, less than one year after shareholders rejected Barington's nominees at the 2025 meeting.

The Pittsburgh-based company has completed several strategic transactions since November 2024 when it engaged J.P. Morgan to review strategic alternatives. Matthews sold its SGK Brand Solutions business to Propelis in January 2025 for $350 million in upfront consideration plus a 40% stake in Propelis common stock. The company announced the sale of its Warehouse Automations business to Duravant for $230 million in November 2025, pending regulatory approval.

These divestitures are part of Matthews' efforts to simplify its business portfolio and reduce debt toward its long-term net leverage ratio goal of 2.5x. The company decreased total debt by $65.6 million during fiscal 2025 while returning capital to shareholders through $12 million in share repurchases and $32 million in dividends.

Barington previously nominated three candidates, including founder James Mitarotonda and Chan Galbato, for the 2025 annual meeting. Shareholders elected all of Matthews' nominees instead. Barington has now nominated two of the same candidates who were previously rejected by shareholders.

Matthews' board includes four new directors added since 2023, with Michael Nauman announced as the next chairman. The company plans to include proposals for board declassification, majority voting adoption, and removing supermajority voting requirements for mergers at the 2026 annual meeting in response to shareholder feedback.

The company reported higher revenues and adjusted EBITDA in its Memorialization segment for the fourth quarter compared to the prior year, excluding the impact of the SGK divestiture. The board recently declared a quarterly dividend increase to $0.255 per share, marking the company's 32nd consecutive annual dividend increase since going public.

You May Also Be Interested In