Breaking: Activist Barington Initiates New Proxy Battle at Matthews, According to Sources
Written by Emily J. Thompson, Senior Investment Analyst
Updated: Dec 07 2025
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Source: Reuters
Barington Capital's Proxy Fight: Activist investor Barington Capital Group has nominated three directors for the board of Matthews International, initiating a second proxy fight after losing the first one earlier this year.
Criticism of Matthews' Management: Barington has expressed concerns over Matthews' business portfolio, capital allocation, and the performance of its long-serving CEO, while Matthews claims to have made improvements and engaged constructively with the hedge fund.
Changes in Board Nominations: The hedge fund's new nominees include its founder James Mitarotonda and two other experienced executives, with one previous nominee being replaced, as Barington continues to push for board changes.
Previous Support and Future Plans: In the last proxy fight, Barington received backing from three proxy advisory firms but was ultimately rejected by shareholders; the company plans to address governance changes at its 2026 meeting.
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Analyst Views on MATW
About MATW
Matthews International Corporation operates through two core global businesses: Industrial Technologies and Memorialization. The Industrial Technologies business is a global innovator focused on transforming industries through the application of precision technologies and intelligent processes. Its product identification systems range from stand-alone marking products to complex ink-jet printing systems that integrate into a customer's production process. It offers high-tech custom energy storage solutions. The Memorialization business is a provider of memorialization products, including memorials, caskets and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. In addition, the Company also has a significant investment in Propelis, a brand solutions business. Propelis delivers integrated solutions, including brand creative, packaging, print solutions, branded environments, and content production.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
Matthews International (MATW) Reaches Agreement with Barington Capital, Withdraws Director Nominations
- Director Nomination Withdrawal: Matthews International has reached an agreement with activist investor Barington Capital, which has agreed to withdraw its previously submitted director nominations, indicating a consensus on corporate governance that may help stabilize shareholder confidence.
- Ongoing Strategic Review: Barington Capital emphasized that Matthews' ongoing strategic review and value creation plan are critical for enhancing both near- and long-term shareholder value, which could influence the company's future decision-making direction.
- Stock Price Fluctuation: Despite the agreement, Matthews International's shares fell by 1.8%, reflecting market concerns regarding corporate governance and strategic execution, potentially impacting investor confidence in the company's future performance.
- Management Dialogue: Barington Capital Chairman Mitarotonda noted that the dialogue between both parties has been positive, and the agreement signifies improved communication between management and shareholders, potentially laying the groundwork for future collaboration.
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Barington Withdraws Nominations to Matthews' Board, Strategic Review Continues
- Nomination Withdrawal: Barington Capital's agreement to withdraw its director nominations for Matthews International's board indicates a constructive consensus on corporate governance and strategic review, which is expected to enhance shareholder confidence.
- Strategic Review Advancement: Over the past 12 months, Matthews has implemented several measures to simplify its business mix and strengthen its balance sheet, aiming to create long-term shareholder value through ongoing strategic reviews.
- Governance Improvement: The Chairman of Matthews' board noted that the dialogue with Barington provided valuable insights for enhancing corporate governance, with plans to further drive governance changes to achieve higher shareholder value.
- Legal Compliance Assurance: Under the agreement, Barington will adhere to standstill provisions and other restrictions, ensuring compliance as Matthews advances its strategic review and governance improvements, thereby mitigating potential legal risks.
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