#United States #New York #Matthews International #Barington Capital #Board Election

Barington Capital's Strong Response to Matthews International's Moves

On February 14, 2025, Barington Capital Group, L.P. issued a pointed statement in reaction to recent governance changes announced by Matthews International Corporation. Barington, known for its fundamental, value-oriented activist investment philosophy, holds approximately 2.2% of Matthews' outstanding shares. This statement is part of Barington's broader campaign as it seeks to influence the upcoming board elections.

James Mitarotonda, Chairman and CEO of Barington, described Matthews' changes as a desperate attempt orchestrated by CEO Joseph Bartolacci and the current board to preserve their power. According to Mitarotonda, these actions reflect Matthews’ awareness of the impending push for change initiated by Barington and are seen as inadequate and belated. He noted that Matthews recently blocked a straightforward proposal from Barington to eliminate its staggered board structure, indicating ongoing resistance to necessary reforms.

A glaring example of Matthews' governance shortcomings was highlighted by Barington: Greg Babe remains on the Board despite his dual responsibilities as Executive Vice President of Matthews' Industrial Technologies sector and his involvement with Liquid X Printed Metals, a venture into which Matthews had invested $3.1 million, only to later write it off completely. This conflict raises alarm about the board's commitment to shareholder interests.

Further complicating matters, Matthews announced a letter of intent to divest its remaining interests in SGK Brand Solutions, portraying a strategy seemingly aimed at appeasing criticism rather than enacting meaningful change. The timing of this announcement, which came concurrently with the governance changes, suggests a frantic move to distract shareholders ahead of the crucial annual meeting.

In his statement, Mitarotonda urged shareholders to remain vigilant and not be swayed by Matthews' desperate measures to obscure their lack of accountability and disrupt a fair election process. He emphasized that the election of Barington's independent nominees is essential for restoring integrity, oversight, and ultimately enhancing shareholder value.

To this end, he encouraged Matthews’ shareholders to vote using Barington's GOLD proxy card in favor of all its nominees, who are deemed highly qualified and capable of leading much-needed reforms within Matthews.

Barington Capital, founded in January 2000 by James Mitarotonda, has made a name for itself by investing in undervalued companies that can benefit from operational and governance improvements. With their experience and the backing of leading independent advisory firms, Barington aims to uplift corporate governance standards at Matthews, ensuring a brighter future for shareholders.

For further insights and details about this ongoing struggle for corporate accountability, shareholders are encouraged to visit Barington's official website.

This battle reflects a larger trend in shareholder activism, signaling a critical moment for corporate governance across the board. As shareholders across various industries increasingly expect transparency and accountability, the outcomes of such confrontations will likely pave the way for future norms in corporate practices.

In conclusion, the ongoing conflict between Barington Capital and Matthews International underscores the essential role of proactive shareholder engagement in corporate governance. As the annual meeting approaches, all eyes will be on how Matthews responds to these challenges and whether they can regain the trust of their shareholder base.