Matthews International (MATW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 19, 2026, with virtual participation and voting options for shareholders of record as of December 29, 2025.

• Major strategic actions in 2025 included divestitures (SGK Brand Solutions, Warehouse Automation), acquisitions, and a focus on deleveraging and shareholder returns.

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

• Shareholder engagement and feedback influenced governance enhancements and proposals.

Voting matters and shareholder proposals

• Election of four directors to serve until 2027 (or 2029 if declassification is not approved).

• Approval of the Second Amended and Restated 2019 Director Fee Plan to increase share pool and align director interests.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of Amended and Restated Articles of Incorporation, including:

  • Declassification of the Board over three years (annual elections by 2028).

  • Adoption of a majority voting standard in uncontested director elections.

  • Elimination of certain supermajority voting requirements for amendments.

Board of directors and corporate governance

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

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

• Board refreshment and diversity prioritized; four of 11 directors are female or diverse.

• Independent, non-executive Chairperson role to transition to J. Michael Nauman after the 2026 meeting.

• Shareholder rights include single class of common stock, director resignation policy, and robust stock ownership guidelines.