| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Matthews International Corporation (“Matthews” or the “Company”) was held on February 20, 2025. A total of 30,968,686 shares of Class A Common Stock, par value $1.00 per share, (the “Common Stock”) were eligible to vote at the Annual Meeting.
There were 28,143,256 shares of Common Stock represented at the Annual Meeting by valid proxies or voted at the meeting, which was approximately 90.9% of the shares of Common Stock entitled to vote at the Annual Meeting and which constituted a quorum. Set forth below are the proposals voted upon at the Annual Meeting, which are more fully described in the Company’s definitive Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Company’s independent Judge of Election, First Coast Results, Inc.
Proposal 1: To elect three directors of the Company for a term of three years. The voting results were as follows:
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| Company’s Nominees |
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Votes For |
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Votes Withheld |
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Broker Non Votes |
| Terry L. Dunlap |
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16,317,639 |
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11,415,674 |
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— |
| Alvaro Garcia-Tunon |
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14,535,363 |
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13,198,081 |
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— |
| J. Michael Nauman |
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18,201,576 |
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9,531,674 |
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— |
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| Barington Capital’s Nominees |
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Votes For |
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Votes Withheld |
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Broker Non Votes |
| Ana B. Amicarella |
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12,401,570 |
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15,338,439 |
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— |
| Chan W. Galbato |
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10,220,135 |
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17,519,642 |
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— |
| James A. Mitarotonda |
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11,217,925 |
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16,522,345 |
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— |
The three directors elected at the Annual Meeting are Terry L. Dunlap, Alvaro Garcia-Tunon, and J. Michael Nauman. These directors were elected to serve until the Company’s 2028 Annual Meeting of Shareholders and until his successor is elected and qualified or until his earlier death, resignation or removal.
Proposal 2. To approve the adoption of the Second Amended and Restated 2017 Equity Incentive Plan. The Company’s shareholders approved the adoption of the Second Amended and Restated 2017 Equity Incentive Plan by of the vote set forth in the table below.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non Votes |
| 26,110,105 |
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724,355 |
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1,010,390 |
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298,406 |
Proposal 3. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the fiscal year ending September 30, 2025. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 by the vote set forth in the table below.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non Votes |
| 26,363,273 |
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735,161 |
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1,044,822 |
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— |
Proposal 4. To provide an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the vote set forth in the table below.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non Votes |
| 25,385,436 |
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2,323,555 |
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135,863 |
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298,402 |
