NEW YORK, Feb 9 (Reuters) - Proxy advisory firm Glass

Lewis recommended that Matthews International ( MATW )

shareholders elect all three of activist Barington Capital's

director nominees to the casket maker's board, arguing that

they would offer the company positive changes.

Glass Lewis wrote in a report seen by Reuters on Sunday that

Matthews' 11-member board should be refreshed given the

company's "protracted underperformance."

The share price has dropped 24% over the last five years,

closing at $26.55 on Friday.

Barington's three proposed directors, including founder

James Mitarotonda, offer shareholders "a reasonable, credible

and incremental slate of candidates, as well as a more promising

roadmap than would be pursued if the Matthews' board continues

in its current form," the report said.

Three proxy advisory firms whose recommendations guide

investors on how to vote in corporate elections have endorsed

Barington's nominees.

New directors are needed, Barington argues, to help push up

the share price as well as find a replacement for Matthews'

long-serving CEO, Joseph Bartolacci, and consider changes to its

strategy, including making some divestments.

The hedge fund owns a nearly 2% stake in Matthews, which has

a market valuation of $822 million.

Matthews, which also makes products for cemeteries, funeral

homes and crematories, announced plans last month to sell its

interest in brand and content production agency SGK Brand

Solutions, but the move failed to mollify Barington.

Shareholders will have until the company's annual meeting on

February 20 to cast votes in the fiercely contested board room

fight.

GAMCO Asset Management, which owns 4.39% of Matthews, said

last month that it plans to back the company's nominees this

year but added that it may submit a shareholder proposal on

corporate governance next year if improvements are not made.

Matthews' directors do not all stand for election annually,

something that concerns corporate governance experts.