MATTHEWS INTERNATIONAL CORP 8-K

What Happened

• On January 15, 2026, Matthews International Corporation filed an 8-K reporting it entered into an agreement with Barington Companies Equity Partners, L.P. and affiliated Barington parties. Under the agreement the Barington Parties withdrew their proposed director nominees for the Company’s 2026 annual meeting.
• Matthews agreed to make a one-time lump-sum payment to reimburse Barington Equity for certain fees and expenses related to their campaign and negotiations (the filing does not disclose the payment amount). The Barington Parties agreed to vote the shares they control in accordance with the Board’s recommendations from the date of the agreement through and including the Company’s 2028 annual meeting, and accepted restrictions on proxy solicitations, shareholder proposals and director nominations during that period.

Key Details

• Date of agreement and filing: January 15, 2026.
• Term: through and including Matthews’ 2028 annual meeting of shareholders.
• Payment: one-time lump-sum reimbursement to Barington Equity for fees/expenses (amount not disclosed).
• Governance commitments: Barington will withdraw 2026 nominees and generally vote with the Board, subject to limited exceptions; agreed restrictions on soliciting proxies, making shareholder proposals, and nominating directors during the Term.
• Company issued a joint press release announcing the agreement (Exhibit 99.1).

Why It Matters

• For investors, this reduces the risk of a contested 2026 proxy fight and the uncertainty and costs that accompany activist campaigns. It also indicates near-term board stability through 2028 given Barington’s voting commitment.
• The agreement includes a cash reimbursement to the activist (amount undisclosed), which is a direct cost and should be monitored in subsequent filings if material. Investors should watch for any additional disclosures or future filings that quantify the payment or describe any exceptions to the voting commitments.