NEW YORK, Nov 17 (Reuters) - Activist investor Barington

Capital Group is ready to launch a second proxy fight at

Matthews International ( MATW ) and told the casket maker on

Monday that it intends to keep applying pressure even after the

company agreed last week to sell its warehouse automation

business.

"It seems to us that Matthews only acts decisively when

under the spotlight as a result of our ongoing engagement,"

Barington CEO James Mitarotonda wrote to Matthews' Chairman

Alvaro Garcia-Tunon in a letter seen by Reuters. Mitarotonda

added Barington's director nominees "can provide significant

value."

Some activist investors are mulling board challenges in the

coming year to press global companies to perform better by

making changes ranging from buying back shares to possibly

selling themselves.

THE DETAILS

* Barington owns 1 million shares in Matthews, or 3.2% of

the

company, having increased its holdings this year. It has been an

investor since 2022.

* Matthews' stock price has gained 1.2% since its annual

meeting

in February, trailing its peer group's 5.8% gain and the S&P

500's 9.6% advance during the same time.

* Barington nominated three candidates, including

Mitarotonda, for

election at the 2025 annual meeting. None were elected.

* Barington has not said how many directors it may nominate

for

the 2026 meeting.

* Barington wants the company, a conglomerate with

technology-focused businesses plus products for burying the

dead, to discuss adding its director candidates to the board now

and eliminate the need for another proxy solicitation.

* A representative for Matthews did not immediately respond

to a

request for comment.

THE NUMBERS

* Pittsburgh-headquartered Matthews has a market value of

roughly

$777 million.

* Joseph Bartolacci has served as CEO since 2006.

* During his 19-year tenure, Matthews' stock has lost 3.7%.

Its

peers' stock price gained 583% and the S&P 500 index gained 406%

during the same time, Barington wrote in its letter.

* During that time, Matthews has "deteriorated from a

respected

memorialization company with a strong market position into a

chronic underperformer mired in strategic drift and burdened by

excessive debt and spending," the letter said.

THE BACKGROUND

* Barington agreed to serve as an adviser to Matthews from

December 2022 to October 2024.

* Bartolacci and the board "kept us at arm's length while we

served as an advisor, limiting interactions with us to quarterly

meetings with management and a single presentation to the Board

during which not one question was asked," the letter said.

* Barington had support from three proxy advisory firms that

guide

how shareholders vote in this year's proxy fight.

* The board made last-minute announcements, including

commitments

to make long-overdue corporate governance improvements, future

changes to the board's composition, the sale of the SGK Brand

Solutions division, and a pledge to explore additional strategic

initiatives to enhance shareholder value - culminating in the

warehouse automation divestiture announced last week.