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Matthews announces governance changes as vote on boardroom fight looms
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Matthews announces governance changes as vote on boardroom fight looms
Feb 14, 2025 2:49 PM

NEW YORK, Feb 14 (Reuters) - Matthews International ( MATW )

on Friday announced a number of corporate governance

changes aimed at pushing up the casket maker's stock price less

than a week before shareholders cast votes in a bitter boardroom

battle.

The company said it will appoint a new independent board

chair by next year's annual meeting, select a new independent

director with experience in batteries and EV technology

solutions and ask shareholders to amend the company's bylaws

next year to ensure all directors stand for election annually.

Investors, including hedge fund Barington Capital

Management, have urged the company, which also makes products

for cemeteries, funeral homes and crematories, to make these and

other changes. Matthews is valued at roughly $800 million and

its share price climbed more than 3% on Friday to close at

$25.73.

Barington launched its proxy fight at Matthews, its first

since 2015, to determine who will serve on the company's

11-member board. Investors have until February 20 to cast votes.

The hedge fund, which owns roughly 2% of the company's

stock, nominated three candidates to replace the three directors

who are standing for election this year. Fresh blood is needed

on the board, Barington argues, to help push up the share price

as well as find a replacement for Matthews' long-serving CEO,

Joseph Bartolacci, and to consider changes to its strategy,

including making some divestments.

On Friday, Barington Capital's chairman and CEO, James

Mitarotonda, who is also one of Barington's three director

candidates, said: "Matthews' 11th hour gamesmanship is a

desperate attempt by Joseph Bartolacci and the current Matthews

directors to perpetuate the status quo." He added that the moves

were related to Barington's efforts but described them as "too

little, too late."

All three proxy advisory firms, whose recommendations help

guide investors' votes, urged shareholders to elect all three of

Barington's candidates.

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