Matthews International (MATW) shareholders back governance changes and new board chair
Rhea-AI Filing Summary
Matthews International Corporation reported the results of its 2026 annual meeting of shareholders. Holders of 26,521,762 of 31,126,081 eligible shares of Class A common stock, about 85.2%, were represented, establishing a strong quorum.
Shareholders approved adding 250,000 shares of Class A common stock to the Second Amended and Restated 2019 Director Fee Plan, bringing the total authorized under the plan to 550,000 shares. They also re-elected Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk to the board.
Investors approved Amended and Restated Articles of Incorporation that declassify the board over three years starting with the 2028 annual meeting, adopt a majority of votes cast standard in uncontested director elections, and remove certain supermajority voting requirements. The amended articles became effective upon filing on February 19, 2026, and the board selected J. Michael Nauman as its new chairman.
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Insights
Matthews tightened shareholder-friendly governance while modestly expanding director equity incentives.
Matthews International secured shareholder approval to add 250,000 shares to its director fee equity plan, raising the total authorization to 550,000 shares. This modest increase supports equity-based director compensation and better aligns director pay with long-term share performance, though it introduces incremental potential dilution.
More notably, shareholders approved Amended and Restated Articles of Incorporation that declassify the board over three years beginning with the
The re-election of four directors and the selection of J. Michael Nauman as chairman reinforce continuity alongside governance enhancements. Actual impact on performance will depend on future strategic decisions, but the governance revisions move the structure toward widely accepted public-company norms without changing the company’s stated business strategy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As further described in Item 5.07 below, on February 19, 2026, at the 2026 annual meeting of shareholders (the “Annual Meeting”) of Matthews International Corporation (the “Company”), the Company’s shareholders approved the adoption of the Second Amended and Restated 2019 Director Fee Plan (the “Restated Plan”) to authorize the issuance of 250,000 additional shares of the Company’s Class A Common Stock, par value $1.00 per share (the “Common Stock”), following which the aggregate number of shares of the Common Stock authorized for issuance under the Restated Plan increased to 550,000. The Restated Plan was previously adopted by the Company’s board of directors (the “Board”) subject to approval of the Company’s shareholders at the Annual Meeting. The Restated Plan is described in greater detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on January 20, 2026 (the “Proxy Statement”), under the caption “Proposal 2—Approval of the Adoption of the Second Amended and Restated 2019 Director Fee Plan,” which disclosure is incorporated herein by reference. The description of the Restated Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Restated Plan, which is attached hereto as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Company held its Annual Meeting on February 19, 2026, at which the Company’s shareholders, upon the recommendation of the Board, approved three proposals to amend the Company’s current Restated Articles of Incorporation (the “Current Articles”) to be contained in an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) to (i) declassify the Board over a three-year period such that the Board will no longer be divided into classes beginning at the 2028 Annual Meeting of Shareholders, (ii) adopt a majority of votes cast standard in uncontested elections of directors, and (iii) eliminate certain supermajority voting requirements. Each of these foregoing amendments to the Current Articles are included in the Amended and Restated Articles, which also contain certain immaterial changes to modernize, streamline, and align the provisions therein in light of the proposed amendments. The full text of the Amended and Restated Articles are attached as Appendix C-1, and the cumulative changes marked in Appendix C-2, to the Proxy Statement. As further described in Item 5.07 below, in addition to approving each of the amendments to the Current Articles at the Annual Meeting, the Company’s shareholders further approved the adoption of the Amended and Restated Articles.
The Board approved each of the amendments to the Current Articles, as well as the Amended and Restated Articles, and further approved their filing with the Pennsylvania Department of State, subject to receipt of shareholder approval at the Annual Meeting. On February 19, 2026, following the approval by the Company’s shareholders of each of Proposals 5, 6, 7, and 8 as set forth in the Proxy Statement at the Annual Meeting, the Company filed the Amended and Restated Articles accordingly. The Amended and Restated Articles became effective upon filing on February 19, 2026.
The foregoing descriptions are summaries only and are qualified in their entirety by reference to the complete text of the Amended and Restated Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on February 19, 2026. A total of 31,126,081 shares of Common Stock were eligible to vote at the Annual Meeting.
There were 26,521,762 shares of Common Stock represented at the Annual Meeting by valid proxies or voted at the meeting, which was approximately 85.2% of the shares of Common Stock entitled to vote at the Annual Meeting and which constituted a quorum. Set forth below are the proposals voted upon at the Annual Meeting, which are more fully described in the Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Company’s tabulator, Corporate Election Services, and the results of each proposal voted upon at the Annual Meeting were determined by the Company’s independent judge of election, First Coast Results, Inc.
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Proposal 1. To elect four (4) directors of the Company to serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified if Proposal 6 is approved or until the 2029 Annual Meeting of Shareholders and until their successors are elected and qualified if Proposal 6 is not approved. The voting results were as follows:
| Company’s Nominees | Votes For | Votes Withheld | Broker Non Votes | |||||||||
| Thomas A. Gebhardt |
21,406,097 | 2,016,345 | 3,099,320 | |||||||||
| Aleta W. Richards |
21,057,649 | 2,364,792 | 3,099,321 | |||||||||
| David A. Schawk |
21,022,205 | 2,400,235 | 3,099,322 | |||||||||
| Francis S. Wlodarczyk |
21,401,227 | 2,021,214 | 3,099,321 | |||||||||
The four directors elected at the Annual Meeting are Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk. As set forth below, the Company’s shareholders approved Proposal 6 at the Annual Meeting, and as such, these directors have been elected to serve until the Company’s 2027 Annual Meeting of Shareholders and until their successors are elected and qualified or until their earlier death, resignation or removal.
Proposal 2. To approve the adoption of the Restated Plan. The Company’s shareholders approved the adoption of the Restated Plan by of the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 20,941,273 | 2,451,956 | 29,207 | 3,099,326 |
Proposal 3. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2026. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 by the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 26,154,491 | 273,453 | 93,818 | — |
Proposal 4. To provide an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 22,908,662 | 480,525 | 33,252 | 3,099,323 |
Proposal 5. To approve the adoption of the Amended and Restated Articles. The Company’s shareholders approved the adoption of the Amended and Restated Articles, attached as Appendix C-1 to the Proxy Statement, by the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 23,202,938 | 184,580 | 34,922 | 3,099,322 |
Proposal 6. To approve the amendment of the Current Articles to declassify the Board. The Company’s shareholders approved the amendment of the Current Articles to declassify the Board by the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 23,200,180 | 189,693 | 32,566 | 3,099,323 |
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Proposal 7. To approve the amendment of the Current Articles to adopt a majority of votes cast standard in uncontested elections of directors. The Company’s shareholders approved the amendment of the Current Articles to adopt a majority of votes cast standard in uncontested elections of directors by the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 23,167,481 | 243,779 | 11,179 | 3,099,323 |
Proposal 8. To approve the amendment of the Current Articles to eliminate certain supermajority voting requirements. The Company’s shareholders approved the amendment of the Current Articles to eliminate certain supermajority voting requirements by the vote set forth in the table below.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non Votes | |||
| 23,201,419 | 207,210 | 13,811 | 3,099,322 |
| Item 7.01 | Regulation FD Disclosure. |
On February 19, 2026, the Company issued a press release announcing the key outcomes of the Annual Meeting, including the election of Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk to the Board, the approval by the Company’s shareholders of the proposals to amend the Current Articles, and the appointment of J. Michael Nauman to serve as Chairman of the Board as described in the Proxy Statement. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Matthews International Corporation Amended and Restated Articles of Incorporation | |
| 10.1 | Matthews International Corporation Second Amended and Restated 2019 Director Fee Plan | |
| 99.1 | Press Release, dated February 19, 2026, issued by Matthews International Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MATTHEWS INTERNATIONAL CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Daniel E. Stopar | |
|
|
Daniel E. Stopar | |
|
|
Chief Financial Officer and Treasurer | |
Date: February 19, 2026
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Exhibit 99.1
|
NEWS RELEASE |
Matthews International Corporation
Corporate Office
Two NorthShore Center
Pittsburgh, PA 15212-5851
Phone: (412) 442-8200
| February 19, 2026 | Contact: | Daniel E. Stopar | ||
| Matthews International | ||||
| Chief Financial Officer | ||||
| and Treasurer |
Matthews International Provides Updates Following Its
2026 Annual Meeting of Shareholders
The Company re-elected Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and
Francis S. Wlodarczyk to its Board of Directors
Amendments to Matthews’ Articles of Incorporation were adopted, reflecting the Company’s commitment to enhancing governance standards
J. Michael Nauman was selected as the new Chairman of the Board
PITTSBURGH, February 19, 2026 (PR NEWSWIRE) -- Matthews International Corporation (NASDAQ GSM: MATW) (“Matthews” or the “Company”), today held its 2026 Annual Meeting of Shareholders.
Among the meeting’s key outcomes, the Company announced the re-election of Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk to its Board of Directors (the “Board”), reinforcing the Company’s commitment to experienced and strategic leadership. Mr. Gebhardt, whose deep background in advanced battery technologies, will continue to strengthen the Company’s momentum in emerging energy solutions. Ms. Richards, Mr. Schawk, and Mr. Wlodarczyk will each continue bringing sustained governance experience and broad strategic perspectives to the Matthews Board. All four have been instrumental over the past year as Matthews has continued reshaping its portfolio through its strategic review and value creation plan.
In addition to the re-election of Board members, amendments to Matthews’ Articles of Incorporation were adopted, reflecting the Company’s ongoing commitment to enhance its governance practices.
Following the Annual Shareholders Meeting, the Board of Directors formally selected J. Michael Nauman to replace Alvaro Garcia-Tunon as Chairman of the Board. Mr. Nauman was first appointed to Matthews’ Board of Directors in February 2025. Retired as President, Chief Executive Officer, and Director of Brady Corporation, and previously of Molex Incorporated, Ohio Associate Enterprises, and Arthur Andersen and Co., Mr. Nauman is a highly experienced executive with over 35 years of commercial, strategic, and financial expertise.
“Michael brings incredible technical expertise, M&A experience, and leadership abilities that will benefit the Company as we continue repositioning Matthews,” said Joe Bartolacci, President and CEO of Matthews. “I look forward to continuing to work alongside him and our fellow Board members as we guide Matthews for more sustainable growth and long-term value creation.”
“On behalf of Matthews International and its Board of Directors, we extend our sincere appreciation to Alvaro Garcia-Tunon for his exceptional leadership as both a Board member and as Chairman,” said new Chairman of the Board, Michael Nauman. “Since joining the Board in 2009, Alvaro’s strategic insight and steady guidance have played a vital role in navigating the Company through numerous pivotal milestones. Matthews is deeply grateful for his service and we wish him the very best in his retirement.”
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 4,300 employees in 15 countries on four continents that are committed to delivering the highest quality products and services.
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. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Matthews International Corporation and its consolidated subsidiaries (collectively “Matthews” or the “Company”) regarding the future, including statements regarding the anticipated benefits and risks associated with the joint venture transaction with Peninsula Parent LLC, d.b.a. Propelis Group (“Propelis”) and the timing thereof, 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 risks to our ability to achieve the anticipated benefits of the joint venture transaction with Propelis that closed in fiscal year 2025, 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, and conflicts and related sanctions or trade restrictions involving Venezuela, 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 of Directors, 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.
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