Matthews International Announces Agreement with Barington Capital

Rhea-AI Summary

Matthews International (NASDAQ: MATW) announced an agreement with activist investor Barington Capital under which Barington will withdraw its previously submitted director nominations and abide by standstill provisions and other restrictions. Company leaders said the outcome follows multi‑year engagement on a strategic review, corporate governance enhancements, balance sheet strengthening, and board composition changes. The parties said the full agreement will be disclosed in a Form 8‑K. J.P. Morgan Securities is serving as financial advisor and Sidley Austin LLP and Olshan Frome Wolosky LLP are serving as legal counsel to the respective parties.

Positive

• Barington withdraws director nominations, avoiding a proxy contest
• Agreement includes disclosed standstill provisions to provide near‑term stability
• Company cites progress on strategic review, governance, and balance sheet

Negative

• Standstill and restrictions limit Barington's future shareholder actions

Key Figures

Grant funding total: $100,000 Max grant per program: $15,000 Organizations funded: 13 +5 more

8 metrics

Grant funding total $100,000 Duke Energy Foundation grants to 13 organizations

Max grant per program $15,000 Funding cap for individual home ramp programs

Organizations funded 13 South Carolina groups with home ramp programs

Prior year grants $225,000 2023 Senior Home Repair Program grants to 15 nonprofits

Prior grant cap $20,000 Maximum grant size per nonprofit in 2023 program

Annual philanthropy More than $30 million Duke Energy Foundation yearly community support

Electric customers 8.4 million Duke Energy electric utility customer base

Energy capacity 54,800 megawatts Owned energy capacity across Duke Energy utilities

Market Reality Check

Price: $27.28 Vol: Volume 295,113 is 1.24x t...

normal vol

$27.28 Last Close

Volume Volume 295,113 is 1.24x the 20-day average of 237,615 shares. normal

Technical Price $27.82 is trading above the 200-day MA at $23.58, near the upper half of its 52-week range.

Peers on Argus

MATW gained 1.53% with modestly elevated volume while key peers showed mixed mov...

MATW gained 1.53% with modestly elevated volume while key peers showed mixed moves: TTI up 6.37%, FIP up 3.63%, CODI up 3.45%, and DLX flat. No broad, synchronized sector momentum is indicated.

Historical Context

5 past events · Latest: Jan 12 (Neutral)

5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Debt redemption notice	Neutral	-3.0%	Announced full redemption of 8.625% second lien notes due 2027.
Jan 09	Earnings call scheduled	Neutral	-1.1%	Set dates for Q1 FY26 earnings release and conference call.
Jan 07	European business sale	Neutral	+4.8%	Closed sale of European packaging and tooling units for $41M.
Dec 31	Business divestiture	Neutral	-1.3%	Closed sale of Warehouse Automation business to Duravant.
Dec 07	Strategic update	Neutral	+3.0%	Updated on asset sales, debt reduction, and director nominations.

Recent Company History

Over the last several months, Matthews International has focused on portfolio simplification and balance sheet actions. It closed the sale of its European roto‑gravure packaging and tooling businesses for total consideration of $41 million, and completed the sale of its Warehouse Automation business for $232.1 million in consideration. The company also reported a notice of redemption for $300,000,000 of 8.625% Senior Secured Second Lien Notes due 2027 and outlined broader strategic actions, including asset sales and capital returns, aimed at strengthening its financial position.

Market Pulse Summary

This announcement describes targeted philanthropic grants to support home ramp programs for seniors ...

Analysis

This announcement describes targeted philanthropic grants to support home ramp programs for seniors and people with disabilities, reflecting a focus on community safety and accessibility. For investors, the more relevant context around Matthews International remains its recent asset sales, debt redemption notice, and ongoing portfolio reshaping. Monitoring future disclosures on capital allocation, leverage, and how divestiture proceeds are deployed will be important alongside any further governance or strategic updates.

Key Terms

megawatts, net-zero methane emissions, net-zero carbon emissions

3 terms

megawatts technical

"collectively own 54,800 megawatts of energy capacity"

A megawatt is a measure of electrical power equal to one million watts, describing how much electricity a plant or device can generate or use at a single moment. Investors use megawatts to compare the size and earning potential of energy projects—larger capacity usually means more electricity to sell—much like comparing the horsepower of engines to judge how much work they can do. Knowing megawatts helps assess scale, revenue potential, and grid impact of energy assets.

net-zero methane emissions technical

"works toward net-zero methane emissions from its natural gas business by 2030"

Net-zero methane emissions means balancing the amount of methane a company or operation releases with actions that remove, destroy, or offset an equal amount so that the net addition to the atmosphere is zero. Investors care because methane is a powerful short-lived greenhouse gas that can trigger stricter rules, cleanup costs, or market backlash; achieving net-zero is like turning a leaking faucet into one where every drop lost is captured or replaced, reducing future regulatory and reputational risk.

net-zero carbon emissions technical

"net-zero carbon emissions from electricity generation by 2050"

Net-zero carbon emissions means an organization balances the greenhouse gases it releases with an equal amount removed or offset so its overall contribution to atmospheric carbon is zero. Like balancing a household budget, achieving net-zero can lower regulatory and reputational risk, reduce operating costs through efficiency, and improve access to customers and capital — all factors that can materially affect long-term investment value.

AI-generated analysis. Not financial advice.

Barington to withdraw its nominees to Matthews' Board

Agreement follows engagement on topics including ongoing strategic review and corporate governance enhancements

PITTSBURGH, Jan. 15, 2026 /PRNewswire/ -- Matthews International Corporation (NASDAQ GSM: MATW) ("Matthews" or the "Company") today announced that the Company has reached an agreement with Barington Capital and certain of its affiliates ("Barington") pursuant to which Barington will withdraw its previously submitted director nominations.

"We are pleased to have reached a constructive resolution with Barington that is in the best interests of all shareholders," said Alvaro Garcia-Tunon, Chairman of the Board of Matthews. "With this outcome, our Board looks forward to advancing the Company's strategy and meeting our commitments to all stakeholders."

Joseph C. Bartolacci, President and Chief Executive Officer of Matthews, stated: "Matthews has taken decisive steps over the past 12 months to simplify our business mix, strengthen our balance sheet, and enhance our board composition and corporate governance. Our extensive multi-year engagement with Barington has yielded valuable insights that have helped us refine these ongoing strategic initiatives. Looking ahead, we remain focused on continuing to advance our strategic review and positioning Matthews for long-term shareholder value creation."

James A. Mitarotonda, Chairman, President and CEO of Barington, said, "We appreciate the dialogue that we have had with the Matthews Board and are pleased to have reached an agreement. We believe that Matthews' continuing strategic review, value creation plan and corporate governance changes are critical in achieving greater near- and long-term value for all shareholders."

Pursuant to the agreement with Matthews, Barington will abide by standstill provisions and certain other restrictions. The full agreement will be disclosed in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.

J.P. Morgan Securities LLC is serving as financial advisor and Sidley Austin LLP is serving as legal counsel for Matthews. Olshan Frome Wolosky LLP is serving as legal counsel to Barington.

About Matthews International Corporation
Matthews International Corporation operates through two core global businesses – Industrial Technologies and Memorialization. Both are focused on driving operational efficiency and long-term growth through continuous innovation and strategic expansion. The Industrial Technologies segment evolved from our original marking business, which today is a leading global innovator committed to empowering visionaries to transform industries through the application of precision technologies and intelligent processes. The Memorialization segment is a leading provider of memorialization products, including memorials, caskets and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. In addition, the Company also has a significant investment in Propelis, a brand solutions business formed through the merger of SGK and SGS & Co. Propelis delivers integrated solutions including brand creative, packaging, print solutions, branded environments, and content production. Matthews International has over 5,400 employees in 19 countries on 4 continents that are committed to delivering the highest quality products and services.

About Barington Capital Group, L.P.
Barington Capital Group, L.P. is a fundamental, value-oriented activist investment firm that was established by James A. Mitarotonda in January 2000. Barington invests in undervalued publicly traded companies that Barington believes can appreciate significantly in value as a result of a change in corporate strategy or improvements in operations, capital allocation or 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. Barington has significant experience investing in companies across many industries.

Forward-looking Information
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. 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. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, 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 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, 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, cybersecurity concerns, 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, and conflicts and related sanctions or trade restrictions involving Venezuela, 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.

Additional Information
In connection with the Company's 2026 annual meeting of shareholders, the Company will file with the U.S. Securities and Exchange Commission ("SEC") and mail to the shareholders of record entitled to vote at the 2026 annual meeting of shareholders a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. When filed with the SEC, the definitive proxy statement and WHITE proxy card will also be mailed to shareholders of record. Investors and other interested parties will be able to obtain the definitive proxy statement, the accompanying WHITE proxy card and other relevant documents, when they become available, 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, the accompanying proxy card and other relevant documents, when they become available, free of charge by contacting the Company's Investor Relations Department at Matthews International Corporation, Two North Shore 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 2026 annual meeting of shareholders are currently anticipated to be the Company, Alvaro Garcia-Tunon, Joseph C. Bartolacci, Katherine E. Dietze, Terry L. Dunlap, Lillian D. Etzkorn, Morgan K. O'Brien, Thomas Gebhardt, J. Michael Nauman, Aleta W. Richards, David A. Schawk, Francis S. Wlodarczyk and Brian D. Walters. Certain information about the compensation of the Company's named executive officers and non-employee directors and their holdings' of the Company's Common Stock is set forth in the sections entitled "Compensation of Directors," "Executive Compensation and Retirement Benefits," "Stock Ownership of Certain Beneficial Owners and Management" and "Appendix A – Supplemental Information Regarding Participants in the Solicitation" respectively, in the Company's definitive proxy statement, dated January 7, 2025, for its 2025 annual meeting of shareholders as filed with the SEC on Schedule 14A, available here, and the Company's Annual Report on Form 10-K for the year ended September 30, 2025, filed on November 21, 2025, available here. Supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on December 17, 2024, February 26, 2025, March 11, 2025, March 14, 2025, May 28, 2025, and August 27, 2025 for Mr. Garcia-Tunon (available here, here, here, here, here and here); November 20, 2024 and November 25, 2024 for Mr. Bartolacci (available here and here); March 11, 2025 and March 14, 2025 for Ms. Dietze (available here and here); March 11, 2025 and March 14, 2025 for Mr. Dunlap (available here and here); March 11, 2025 and March 14, 2025 for Ms. Etzkorn (available here and here); March 11, 2025 and March 14, 2025 for Ms. O'Brien (available here and here); March 14, 2025 for Mr. Gebhardt (available here); February 26, 2025, March 14, 2025 and May 9, 2025 for Mr. Nauman (available here, here and here); March 11, 2025 and March 14, 2025 for Ms. Richards (available here and here); March 11, 2025, March 14, 2025 and May 16, 2025 for Mr. Schawk (available here, here and here); and March 14, 2025 for Mr. Wlodarczyk (available here). Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2026 annual meeting of shareholders, when they become available. These documents will be available free of charge as described above.

Contact:	Daniel E. Stopar	Nick Capuano / Kelly Whitten
	Matthews International Corporation	matw@kekstcnc.com
	Chief Financial Officer and Treasurer	Kekst CNC

FAQ

What did Matthews International (MATW) announce on January 15, 2026?

Matthews announced an agreement with Barington Capital under which Barington will withdraw its director nominations and abide by standstill provisions.

Will Matthews disclose the full terms of the agreement with Barington (MATW)?

Yes; the parties said the full agreement will be disclosed in a Current Report on Form 8‑K filed with the SEC.

What governance or strategic actions did Matthews (MATW) cite in the announcement?

Management referenced a multi‑year engagement that refined a strategic review, governance enhancements, board composition changes, and balance sheet strengthening.

Does the Matthews agreement with Barington (MATW) include standstill provisions?

Yes; the announcement states Barington will abide by standstill provisions and certain other restrictions.

Who are the advisors disclosed in the Matthews (MATW) announcement?

J.P. Morgan Securities is serving as financial advisor to Matthews; Sidley Austin LLP and Olshan Frome Wolosky LLP are serving as legal counsel to the parties.