Barington Capital Strongly Urges Matthews International Shareholders to Protect Their Investment by Electing Ana Amicarella, Chan Galbato and James Mitarotonda to the Matthews Board
Rhea-AI Summary
Barington Capital, owning 2.2% of Matthews International (NASDAQ: MATW), urges shareholders to vote 'FOR' their three nominees - Ana Amicarella, Chan Galbato, and James Mitarotonda - to the Board at the upcoming 2025 Annual Meeting on February 20.
Barington criticizes Matthews' recent governance changes as last-minute attempts to influence the election, noting these changes - including Board refreshment, declassification, and majority voting implementation - were only made in response to their proxy contest. They highlight that director Gregory S. Babe's resignation came only after their pressure.
The activist investor emphasizes that Matthews has experienced 18 years of underperformance and poor corporate governance, and argues that their nominees are necessary to ensure proper implementation of proposed changes and drive long-term value creation. Leading proxy advisory firms ISS, Glass Lewis, and Egan-Jones support Barington's nominees.
Positive
- Support from major proxy advisory firms ISS, Glass Lewis, and Egan-Jones
- Recent governance improvements including Board declassification and majority voting implementation
- Successful pressure leading to resignation of non-independent director Gregory S. Babe
Negative
- 18 years of reported underperformance
- Poor corporate governance practices
- Unacceptable capital allocation and operating execution
News Market Reaction 1 Alert
On the day this news was published, MATW gained 0.31%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
A Vote "FOR" Barington's Nominees is a Vote in Favor of the Relevant Skills, Board Experience, Independent Perspectives and Fierce Commitment to Shareholders Required to Help Drive Good Governance and Long-Term Value Creation at Matthews
Warns Shareholders NOT to Be Misled by Matthews' Blatant Last-Minute Attempts to Placate Shareholders Days Before the 2025 Annual Meeting of Shareholders
Reaffirms that the Incumbent Board Has Overseen 18 Years of Underperformance, Unacceptable Capital Allocation and Operating Execution, and Poor Corporate Governance
Strongly Encourages Shareholders to Follow the Recommendations of Leading Independent Proxy Advisory Firms ISS, Glass Lewis, and Egan-Jones and Voting "FOR" ALL of Barington's Nominees
James Mitarotonda, Chairman and CEO of Barington Capital, said, "Time is running out for Matthews' shareholders to make their voices heard in this critical election of directors. We strongly advise shareholders not to be persuaded by Matthews' recent incremental governance changes, which, in our view, are a clear response to our proxy contest and an attempt to placate shareholders and influence the outcome of the Board election days before the Annual Meeting.
"In less than three months, the mere prospect of Barington's nominees joining the Board appears to have compelled Matthews to announce long-overdue governance changes—including refreshing its Board, declassifying its staggered Board, implementing a majority voting standard for uncontested elections, and removing supermajority voting requirements for certain amendments to the Company's Articles of Incorporation—changes we believe would not have been contemplated at all if not for our nomination of directors. Indeed, Gregory S. Babe, who was originally named a continuing director in the Company's 2025 proxy statement, finally stepped down from the Board only after Barington called for him to do so —we note the Board reluctantly accelerated his resignation, possibly as a ruse to demonstrate incremental governance improvement. In our view, Mr. Babe should never have been allowed to serve simultaneously as both an officer and a non-independent director, and the Board certainly did not earn the right to handpick his replacement.
"We believe shareholders must ask themselves how the Board, as currently constituted, can be trusted to follow through on any of its proposed governance changes and protect shareholders' investment going forward absent guidance from Barington and its experienced, independent nominees. We believe the answer is simple: it can't. Prosperity at Matthews, in our view, requires Barington's nominees in the Boardroom to help reestablish good governance, market credibility and long-term value creation.
"This election serves as a pivotal moment for Matthews' shareholders and the future of the Company. Shareholders have a choice: continue down an untenable path of weak governance, poor oversight and protracted underperformance or take decisive action to demand accountability and help unlock value. We believe there is only one correct choice, and we are grateful to all Matthews shareholders for the time that they have taken to listen to our perspectives throughout this campaign. We strongly encourage shareholders to vote "FOR" the election of Ana Amicarella, Chan Galbato and James Mitarotonda to the Board."
TIME IS RUNNING OUT: VOTE "FOR" THE ELECTION OF ANA AMICARELLA, CHAN GALBATO AND JAMES MITAROTONDA TO THE MATTHEWS BOARD TODAY
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
Important Information and Participants in the Solicitation
Barington has filed a definitive proxy statement and associated GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly qualified director nominees at the upcoming annual meeting of stockholders of the Company. Details regarding the Barington nominees and the participants in its solicitation are included in its proxy statement and Barington strongly advises all shareholders of the company to read the proxy statement and other proxy materials as they contain important information.
The participants in Barington's proxy solicitation are Barington, Barington Companies Investors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, 1 NBL EH, LLC, Joseph Gromek, Ana B. Amicarella and Chan W. Galbato.
If you have any questions, require assistance in voting your GOLD universal proxy card, or need additional copies of Barington's proxy materials, please contact:
Okapi Partners
1212 Avenue of the
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 285-5990
E-mail: info@okapipartners.com
View original content:SOURCE Barington Capital Group, L.P.
FAQ
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