ISS Finds "the Board Should Have Already Taken
Steps to Install These Provisions, Rather Than Ignoring Them Until
the Final Stage of a Proxy Contest"
ISS Notes that "Without Further Board Change
at This Meeting, Pending Decisions About Board Composition and
Other Important Matters Will Remain Subject to the Influence of
Directors Who Enabled the Disappointing Circumstances Culminating
in This Proxy Contest"
Recommends Shareholders Vote "WITHHOLD"
on Matthews' Nominees Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman
Barington Capital Urges Shareholders to Follow
the UNANIMOUS Recommendations of ISS, Glass Lewis, and
Egan-Jones by Voting "FOR" the Election of ALL of its
Nominees
NEW
YORK, Feb. 19, 2025 /PRNewswire/ -- Barington
Capital Group, L.P. ("Barington Capital"), a fundamental,
value-oriented activist investor that, together with the other
participants in its solicitation (collectively "Barington" or
"we"), beneficially owns approximately 2.2% of the outstanding
shares of Matthews International Corporation (NASDAQ: MATW)
("Matthews" or the "Company"), today announced that Institutional
Shareholder Services Inc. ("ISS"), a leading independent proxy
advisory firm, has reaffirmed its recommendation that Matthews
shareholders vote on the GOLD proxy
card "FOR" the election of ALL of
Barington's highly skilled director nominees – Ana Amicarella, Chan
Galbato and James
Mitarotonda – to the Board of Directors (the "Board") in
connection with Matthews' Annual Meeting of Shareholders scheduled
to be held tomorrow February 20,
2025.
James Mitarotonda, Chairman and
CEO of Barington Capital, said, "We are pleased that ISS agrees
that Matthews' recent 11th hour efforts were a
transparent attempt by the Board to avoid accountability, rather
than a genuine commitment to install better governance.
Shareholders should question whether the Board rushed through the
recent sale of SGK Brand Solutions' remaining businesses purely to
influence the outcome of this election at a time when its
counterparty knew the Board was most vulnerable. Shareholders must
also ask themselves how much transaction value was sacrificed to
protect entrenched directors and whose interests the Board is truly
serving. We urge shareholders to follow ISS' definitive
recommendation and vote "FOR" ALL of Barington's nominees –
Ana Amicarella, Chan Galbato and James
Mitarotonda – today."
In its February 19th
proxy alert, ISS stated*:
- "…it is challenging to interpret the overall package of
enhancements as anything other than a defensive maneuver enacted
in response to the dissident's campaign. Importantly, the bylaw
amendments that will be proposed at next year's AGM will merely
implement basic corporate governance best practices if
approved."
- "The board should have already taken steps to install these
provisions, rather than ignoring them until the final stage of a
proxy contest."
- "…the board portrays the energy storage business as a
particularly important driver of performance, yet overlooked
opportunities to bolster expertise in the area as the business
suffered major setbacks. With this context, it may be hard for
shareholders to view the board's refreshment, announced just days
before the meeting date, as the culmination of a thoughtful
process."
- "Moreover, without further board change at this meeting,
pending decisions about board composition and other important
matters will remain subject to the influence of directors who
enabled the disappointing circumstances culminating in this proxy
contest."
VOTE THE GOLD PROXY CARD "FOR" ALL OF
BARINGTON'S NOMINEES!
Barington encourages all shareholders to
visit https://barington.com/matthews to review additional
information regarding its campaign for change at Matthews.
*Barington has neither sought nor obtained consent from ISS
to use previously published information in this press
release.
ABOUT BARINGTON CAPITAL GROUP, L.P.
Barington Capital Group, L.P. is a fundamental, value-oriented
activist investment firm established by James Mitarotonda in January 2000. Barington invests in undervalued
publicly traded companies that Barington believes can appreciate
significantly in value when substantive improvements are made to
their operations, corporate strategy, capital allocation and
corporate governance. Barington's investment team, advisors and
network of industry experts draw upon their extensive strategic,
operating and boardroom experience to assist companies in designing
and implementing initiatives to improve long-term shareholder
value.
Media Contact:
Jonathan Gasthalter/Amanda
Shpiner
Gasthalter & Co.
212-257-4170
Important Information and Participants in the
Solicitation
Barington has filed a definitive proxy statement and associated
GOLD proxy card with the Securities and Exchange Commission
("SEC") to be used to solicit votes for the election of its slate
of highly-qualified director nominees at the upcoming annual
meeting of stockholders of the Company. Details regarding the
Barington nominees and the participants in its solicitation are
included in its proxy statement and Barington strongly advises all
shareholders of the company to read the proxy statement and other
proxy materials as they contain important information.
The participants in Barington's proxy solicitation are
Barington, Barington Companies Investors, LLC, Barington Capital
Group, L.P., LNA Capital Corp., James
Mitarotonda, 1 NBL EH, LLC, Joseph
Gromek, Ana B. Amicarella and
Chan W. Galbato.
If you have any questions, require assistance in
voting your GOLD universal proxy card,
or need additional copies of Barington's proxy materials,
please contact:
Okapi Partners
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212)
297-0720
Shareholders and All Others Call Toll-Free: (877) 285-5990
E-mail: info@okapipartners.com
View original
content:https://www.prnewswire.com/news-releases/leading-proxy-advisory-firm-iss-reaffirms-its-unanimous-recommendation-for-the-election-of-all-of-barington-capitals-nominees-ana-amicarella-chan-galbato-and-james-mitarotonda-to-the-matthews-board-302380602.html
SOURCE Barington Capital Group, L.P.
