MATTHEWS INTERNATIONAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under § 240.14a-12

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in the exhibit required by Item 25 (b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE

OF

ANNUAL

MEETING

AND

PROXY

STATEMENT

Notice of the

ANNUAL MEETING OF THE SHAREHOLDERS

To be held on February 15, 2024

To Our Shareholders:

The annual meeting of the Shareholders of Matthews International Corporation (“Matthews” or the “Company”) will be held virtually at 9:00 AM (EST) on Thursday, February 15, 2024 (the “Annual Meeting”). Any shareholder who participates virtually will be deemed to be in attendance “in person” for the purposes of such meeting. The Company will provide a live webcast of the Annual Meeting at www.meetnow.global/MGJL4YJ. For more information, see the following “About the Meeting” section. The purpose of the Annual Meeting is to consider and act upon the following:

1. To elect four (4) directors of the Company for a term of three (3) years;

2. To approve an amendment to the Company’s Amended and Restated By-laws to limit the personal liability of the Company’s officers for monetary damages;

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, 2024;

4. To provide an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers; and

5. To transact such other business as may properly come before the meeting.

Shareholders of record as of the close of business on December 29, 2023 will be entitled to submit questions, listen to the meeting live and vote online at the Annual Meeting or any adjournments thereof.

Please indicate on the enclosed proxy card whether you will or will not be able to attend the virtual-only Annual Meeting. Return the card in the enclosed envelope as soon as possible. If you receive more than one proxy card (for example, because you own shares of the Company’s Class A Common Stock (the “Common Stock”) in more than one account), please be sure to complete and return all of them.

We hope you can participate in this important meeting.

Sincerely,

/s/ Steven F. Nicola

Steven F. Nicola

Chief Financial Officer and Secretary

January 16, 2024

Your vote is important. Please exercise your right to vote as soon as possible by completing, signing, dating, and returning your enclosed proxy card by mail in the postage-paid envelope provided, by using Internet voting as described in your enclosed proxy card, or by following the other instructions for voting on your enclosed proxy card.

ABOUT THE MEETING

How You Can Attend the Annual Meeting

The Annual Meeting will be a virtual meeting of shareholders held via live webcast, which will be accessible at www.meetnow.global/MGJL4YJ at 9:00 AM (EST) on Thursday, February 15, 2024. The live webcast will provide shareholders with the opportunity to vote and ask questions.

The process for attending the Annual Meeting depends on how your Common Stock (as defined below) is held. Generally, you may hold Common Stock in your name as a “record holder” or in an account with a bank, broker, or other nominee (i.e., in “street name”).

If you are a record shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Record shareholders should follow the instructions provided on their Notice and in their proxy materials.

If you hold your shares in “street name,” you must register in advance to attend and vote at the virtual Annual Meeting webcast. If you hold your shares in “street name” and do not register, you may still listen to the Annual Meeting webcast by visiting www.meetnow.global/MGJL4YJ, but you will not be able to participate or vote in the meeting. To register, you must obtain a “legal proxy” from the bank, broker or other nominee of your shares and submit the legal proxy to Computershare in order to be entitled to vote those shares electronically. Please note that obtaining a legal proxy may take several days. Requests must be received no later than 5:00 PM (EST) on February 8, 2024. You will receive a confirmation of your registration by email. Requests must include your legal proxy (an image of the legal proxy or a forward of the email from your broker including the legal proxy are acceptable) and be sent by email to legalproxy@computershare.com with the subject “Legal Proxy” or by mail to Computershare, Matthews International Corporation Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. If you wish to observe the Annual Meeting without being able to vote or submit questions, you may do so by visiting the above website and using your name and email address.

Please note that you may vote by proxy prior to February 15, 2024 and still attend the Annual Meeting. Even if you currently plan to attend the Annual Meeting webcast, we strongly recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. If you hold your shares in street name, we urge you to submit your proxy in advance as described below.

How You Can Access the Proxy Materials

This proxy statement and the accompanying proxy card are being sent and made available to shareholders on or about January 16, 2024. A copy of the Company’s Annual Report for fiscal year 2023 will be mailed with this proxy statement and is available online at www.matw.com/investors/sec-filings.

How You Can Vote in Advance

The process for voting your Common Stock depends on how your Common Stock is held. If you are a record holder, you can vote your shares by going towww.investorvote.com/MATW, or by calling the toll-free number (for residents of the United States and Canada) listed on your proxy card, using the 15-digit control number on your proxy card. You can also complete, sign and date the enclosed proxy card and mail it in the enclosed postage-paid envelope. If you vote online or by phone, there is no need to return a proxy card by mail. The proxy you submit will be voted in accordance with your instructions.

If you hold your shares in “street name,” you must follow the voting instructions provided by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

If a proxy is executed and returned but no instructions are given, the shares will be voted according to the recommendations of the Board of Directors. The Board of Directors unanimously recommends a vote FOR all of the nominees set forth in Proposal 1 and FOR Proposals 2, 3 and 4.

Management of the Company does not intend to bring before the meeting any business other than that set forth in Proposals 1, 2, 3 and 4 in the Notice. If any other business should properly come before the meeting, it is the intention of management that the persons named in the proxy will vote in accordance with their best judgment.

How You Can Vote Electronically at the Annual Meeting

If you are a record holder, in order to vote and/or submit a question during the Annual Meeting, you will need to follow the instructions posted at www.meetnow.global/MGJL4YJ and will need the 15-digit control number on your proxy card.

If you hold your shares in street name, you must obtain a “legal proxy” from the bank, broker or other nominee of your shares and send the “legal proxy” to Computershare as described above.

Revocation of Proxies

If you submit your proxy over the Internet, by telephone or by mail, you may change your voting instructions by subsequently properly submitting a new proxy. Only your most recent proxy will be exercised and all others will be disregarded, regardless of the method by which the proxies were authorized. You may also revoke your earlier proxy by voting “in person” at the Annual Meeting. Your attendance at the Annual Meeting “in person” will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee to revoke your proxy.

Notices of revocation of proxies delivered by mail must be delivered by February 5, 2024 to the Company’s principal offices at Two NorthShore Center, Pittsburgh, PA 15212-5851, Attention: Steven F. Nicola, Chief Financial Officer and Secretary.

Matthews International Corporation

Proxy Statement

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