Matthews International (MATW) Proxy Filing summary

Executive summary

• Strategic review led to divestitures, including SGK Brand Solutions and Warehouse Automation, generating significant cash proceeds and reducing debt by $65.6 million in fiscal 2025.

• Capital returned to shareholders via $12 million in share repurchases and $32 million in dividends; quarterly dividend increased for the 32nd consecutive year.

• Board refreshment continued, with five new directors since 2020 and a planned orderly transition of the Chairperson role.

Voting matters and shareholder proposals

• Shareholders to vote on election of four directors, approval of the Second Amended and Restated 2019 Director Fee Plan, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, adoption of Amended and Restated Articles, declassification of the Board, majority voting standard for directors, and elimination of supermajority voting requirements.

• Board unanimously recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; five new directors appointed since 2020.

• Board committees include Executive, Governance and Sustainability, Audit, Finance, Compensation, and M&A Review.

• Board refreshment and diversity prioritized; four non-employee directors are female or diverse.

• Board declassification, majority voting, and elimination of supermajority requirements proposed to enhance governance.