Nominations Follow Years of Stock Price
Underperformance, Unacceptable Capital Allocation, Poor Execution,
and Excessive Spending at Matthews
Believes Director Candidates Have the Skills,
Experience, and Commitment to Shareholders Required to
Enhance Long-Term Value
Calls for a New, Credible CEO and a Refreshed,
Declassified Board Committed to Holding Management
Accountable
NEW
YORK, Dec. 19, 2024 /PRNewswire/ -- Barington
Capital Group, L.P. ("Barington Capital") and certain of its
affiliates (collectively "Barington" or "we"), a fundamental,
value-oriented activist investor that beneficially owns
approximately 2% of the outstanding common stock of Matthews
International Corporation (NASDAQ: MATW) ("Matthews" or the
"Company"), today announced that it has filed a preliminary proxy
statement with the U.S. Securities and Exchange Commission in
connection with its nomination of Ana B.
Amicarella, Chan W. Galbato and James Mitarotonda for
election to the Matthews Board of Directors (the "Board") at the
Company's 2025 Annual Meeting of Shareholders.
James Mitarotonda, Chairman and CEO of Barington Capital, said,
"We believe that Matthews has vast value potential. It is for this
reason that we first invested in the Company in 2022 and sought to
work constructively with the Board and management team since then
to realize this potential. Unfortunately, despite our best efforts,
our engagement has proven unproductive. Indeed, we believe that CEO
Joseph Bartolacci is either
unwilling or unable to make meaningful progress on the
value-creating initiatives put before him.
"Worse, the Matthews Board has idly stood by as the Company's
performance lagged through unacceptable capital allocation, poor
execution and excessive spending, not just over the past one-,
three-, five-, and ten-year periods, but over Mr. Bartolacci's
entire 18-year term as CEO, as set forth in more detail in our
preliminary proxy statement. During this time, Matthews
dramatically underperformed its self-selected peer group, the
S&P 500 and the Russell 2000. It is clear to us that the Board
as currently constructed does not effectively oversee management
and that immediate change to the Board is warranted. We believe a
prompt refresh and declassification of the Board, coupled with the
appointment of a new CEO, will ensure Matthews is put on a path to
sustained value creation.
"The individuals that we have nominated are highly qualified,
significantly experienced and ready to ensure that the interests of
shareholders, the owners of Matthews, are appropriately represented
in the boardroom. They bring proven track records of working with
management teams to develop strategies, enhance capabilities,
execute effectively, and deliver results. We believe their fresh
perspectives, extensive leadership experience, financial, corporate
strategy and turnaround expertise, and shared objective of
enhancing value for the benefit of all Matthews shareholders will
restore confidence in Matthews' future."
Barington's nominees include:
- Ana B. Amicarella – Ms.
Amicarella is a seasoned business leader with a strong track record
of driving innovation and value creation as a CEO and as a public
company board member. She currently serves on the boards of Forward
Air Corporation and Warrior Met Coal, Inc. Since 2019, she has
served as Chief Executive Officer of EthosEnergy, a global provider
of rotating equipment services. Previously, she was Managing
Director for Latin America and
Vice President of various business units at Aggreko PLC from 2011
to 2019. She began her career at GE Energy and Oil & Gas,
holding leadership roles in field services and global operations
from 1988 to 2011. Barington believes that Ms. Amicarella's
extensive business management and public board experience, coupled
with over 30 years' experience in the energy and power generation
industry and financial expertise, would make her a valuable
addition to the Board.
- Chan W. Galbato – Mr. Galbato is a proven executive with
extensive experience working with CEOs to drive strategy, build
capabilities, and deliver results. He currently serves as Chief
Executive Officer of Cerberus Operations and Advisory Company, LLC,
where he oversees operating executives and investment strategies
for Cerberus' portfolio companies. He has served on numerous
boards, including as Chairman of Avon Products, YP Holdings, and
North American Bus Industries, and as Lead Director for Brady
Corporation. Prior to joining Cerberus in 2009, Mr. Galbato was CEO
of the Controls Division at Invensys plc, President of Services at
The Home Depot, and CEO of Armstrong Floor Products and Choice
Parts. He spent 14 years at General Electric in leadership roles
across its industrial divisions, including as CEO of Coregis, a GE
Capital company. Barington believes that Mr. Galbato's significant
experience in multiple operational and strategic roles, as well as
his extensive service on the boards of various public and private
companies, would make him a valuable addition to the Board.
- James Mitarotonda – Mr. Mitarotonda is an accomplished
business leader with extensive board experience across a broad
range of companies and industries. He has a deep understanding of
value creation at multi-business unit companies, along with
expertise in finance, M&A, corporate governance, compensation,
and financial markets. Mr. Mitarotonda currently serves as
Chairman, President, and CEO of Barington Capital Group, L.P. and
Barington Companies Investors, LLC, the general partner of
Barington Companies Equity Partners, L.P. Since 2015, he has been a
director of The Eastern Company, serving as Chairman since 2016,
where he also chairs the Executive Committee and has served on
multiple other committees, including Audit, Compensation, and
Nominating and Corporate Governance. Over the past five years, Mr.
Mitarotonda has held board roles at Rambus, Inc., Avon Products,
OMNOVA Solutions, and A. Schulman Inc. He has also served as an
advisor to HanesBrands Inc., L Brands, Matthews International
Corporation, and Rambus Inc. Earlier in his career, he held board
positions at companies such as The Pep Boys, Barington/Hilco
Acquisition Corp., and The Jones Group, among others. Barington
believes that Mr. Mitarotonda's knowledge of, and experience
investing in, companies in a wide variety of industries, coupled
with his financial, investment banking, and corporate governance
expertise and his extensive public board service, would make him a
valuable addition to the Board.
For additional information regarding Barington's campaign at
Matthews, visit: https://barington.com/matthews
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.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Barington Companies Equity Partners, L.P. ("Barington"),
together with the other participants named herein, has filed a
preliminary proxy statement and accompanying GOLD universal
proxy card with the Securities and Exchange Commission ("SEC") to
be used to solicit votes for the election of Barington's slate of
highly-qualified director nominees at the 2025 annual meeting of
shareholders of Matthews International Corporation, a Pennsylvania corporation (the "Company").
BARINGTON STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A
PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the anticipated proxy solicitation are
expected to be Barington, Barington Companies Investors, LLC
("Barington Companies Investors"), Barington Capital Group, L.P.
("Barington Capital Group"), LNA Capital Corp. ("LNA Capital"),
James Mitarotonda, 1 NBL EH, LLC ("NBL"), Joseph Gromek, Ana B.
Amicarella and Chan W. Galbato.
As of the date hereof, Barington directly beneficially owns
563,962 shares of Class A Common Stock, $1.00 par value (the "Common Stock"), of the
Company, 100 shares of which are held in record name. As of the
date hereof, Barington Companies Investors, as the general partner
of Barington, may be deemed to beneficially own the
563,962 shares of Common Stock beneficially owned by
Barington. Barington Capital Group, as the majority member of
Barington Companies Investors, may be deemed to beneficially own
the 563,962 shares of Common Stock beneficially owned by
Barington. LNA Capital, as the general partner of Barington Capital
Group, may be deemed to beneficially own the 563,962 shares of
Common Stock beneficially owned by Barington. Mr. Mitarotonda, as
the sole shareholder and director of LNA Capital, may be deemed to
beneficially own the 563,962 shares of Common Stock. As of the
date hereof, NBL directly beneficially owns 17,990 shares of Common
Stock. Mr. Gromek, as the managing member of NBL, may be deemed to
beneficially own the 17,990 shares of Common Stock beneficially
owned by NBL. As of the date hereof, Ms. Amicarella and Mr. Galbato
do not beneficially own any shares of Common Stock.
Media Contact:
Jonathan Gasthalter/Amanda Shpiner
Gasthalter & Co.
212-257-4170
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SOURCE Barington Capital Group, L.P.