MATTHEWS INTERNATIONAL CORP

For the period ended Feb 19, 2026. Filed Jan 20, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 19, 2026 · Filed Jan 20, 2026

MATW$19.33-2.4%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

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 Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

(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):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

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

2026 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

January 20, 2026

Dear Fellow Shareholders,

On behalf of the Board of Directors (the “Board”) of Matthews International Corporation (“Matthews,” the “Company,” “we,” “us,” or “our”), I want to thank you for your investment and support of the Company and invite you to attend our 2026 Annual Meeting of Shareholders.

In my letter to you that accompanied the proxy statement for our 2025 Annual Meeting of Shareholders, I indicated that these past 12 months would likely prove to be even more consequential for the future of the Company than the preceding 12 months, and I believe that to be borne out in our accomplishments. As you know, in November 2024 and as part of the work that Matthews’ management team, under the leadership of Chief Executive Officer Joseph C. Bartolacci, has been pursuing for some time, we announced that the Board had engaged J.P. Morgan to assist the Company with a review of strategic alternatives. In the year since, the Board and management team have continued to rigorously evaluate Matthews’ portfolio of businesses, thoughtfully considered shareholder feedback about the Company, and decisively acted to enhance shareholder value. The ongoing strategic review has already simplified the Company’s business mix and strengthened our balance sheet through the following transactions:

•

Sale of SGK Brand Solutions to the Propelis Joint Venture: In January 2025, Matthews announced the sale of the SGK Brand Solutions business to Propelis. Upon closing of the sale in May, the Company realized $350 million of total upfront consideration and received a 40% stake in the common stock of Propelis, allowing Matthews’ shareholders to benefit from cost synergies and continued business growth. Since the closing in May, we believe that Propelis is on track to perform at an annual rate well above the $100 million adjusted EBITDA of the combined entities as of their closing date.

•

Sale of the Warehouse Automation Business: In December 2025, the Company closed the sale of the Warehouse Automations business to Duravant for total consideration of $230 million, representing cash consideration of $223.3 million plus the assumption of certain liabilities of the business. We believe the total purchase price represents a compelling valuation multiple that is significantly accretive to the Company’s current trading range.

•

Execution of Other Opportunistic Transactions: Matthews has completed other transactions as part of its strategic review and regular review of its business portfolio, including the acquisition of The Dodge Company and the sales of the European packaging and tooling businesses that closed in January 2026.

Collectively, these transactions are expected to generate significant cash proceeds that will be used to reduce our debt toward the Company’s long-term net leverage ratio goal of 2.5x. These divestitures also represent a commitment by the Board and management team to sustain Matthews’ momentum in its Memorialization businesses and capitalize on the opportunity in the high-growth energy storage solutions market in which Matthews vigorously competes and has significant competitive technologies, as well as in the Product Identification business in which the Company has unique competitive advantages in its new Axian product.

Deleveraging remains Matthews’ top priority, having decreased total debt by $65.6 million during fiscal 2025. In addition, the Company returned meaningful capital to shareholders through more than $12 million in share repurchases and approximately $32 million in dividends during fiscal 2025. Additionally, on November 19, 2025, the Board declared an increase in the quarterly dividend to $0.255 per share, which represents Matthews’ thirty-second consecutive annual dividend increase since becoming a publicly traded company.

Last year, I also underscored how serious our Board has taken its commitment to protect our shareholders’ investment and to unlock the valuable assets within Matthews as you reflected on how to vote your shares at the 2025 Annual Meeting. In particular, I highlighted our effort to introduce diverse perspectives and enhance shareholder value; the Company had prioritized Board refreshment by appointing three new directors since October 2020 and nominating one new candidate for election to the Board at the 2025 Annual Meeting. Since last year’s report to you, with the appointment to Thomas Gebhardt in February 2025, we have increased the number of directors appointed to the Board since October 2020 to four new directors and J. Michael Nauman was elected at the 2025 Annual Meeting, bringing the total new directors to five since October 2020.

Prior to the 2025 Annual Meeting, I also announced that I would retire from the Board upon the certification of the vote at the 2026 Annual Meeting. As I close out this chapter of my tenure with Matthews, I want to relay that it has been a distinct honor to serve as Chairperson and as a member of the Board of the Company and a privilege to work and serve alongside my fellow directors, Mr. Bartolacci, the entire management team and our over 5,000 employees in representing your interests and driving value for our shareholders. At Matthews, as we celebrate our 175 years as a company, we are very proud of our legacy and culture—but are always looking forward to using our strong history and culture to propel us to additional innovations across the Company, strengthen performance and grow our profitability. Given the opportunities that lay ahead and our strong foundation, I am also pleased that J. Michael Nauman will lead the Board of Directors through the next phase of Matthews’ enduring story as its Chairperson and, I am sure, to continued and greater success for the Company and our shareholders.

As you consider how to vote your shares at the 2026 Annual Meeting, I again encourage you to reflect on how serious this Board has taken its commitment to you and considering your best interests, rather than the interests of a select few. Please join me in voting your shares “FOR” the election of our four nominees: Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk using the enclosed proxy card.

Your Vote is Important

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be conducted at the Annual Meeting. You will also find aproxy card and postage-paid return envelope.

Your vote is important, and we ask that you please vote “FOR” the election of our four nominees: Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk using the enclosed proxy card.

If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor, Georgeson LLC, at:

Toll Free: (888)755-7097

We appreciate your ongoing support and investment in Matthews International.

Thank you,

/s/ Alvaro Garcia-Tunon

Alvaro Garcia-Tunon

Chairperson of the Board

Notice of the

ANNUAL MEETING OF THE SHAREHOLDERS

To be held on February 19, 2026

To Our Shareholders:

The 2026 annual meeting of the shareholders of Matthews International Corporation (“Matthews,” the “Company,” “we,” “us,” or “our”) will be held virtually at 9:00 AM (EST) on February 19, 2026 (together with any adjournments or postponements thereof, the “Annual Meeting”). You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting at www.cesonlineservices.com/matw26_vm. To participate in the Annual Meeting, you mustpre-register at www.cesonlineservices.com/matw26_vm by 11:59 PM (EST) on February 17, 2026. For more information on how to virtually attend the Annual Meeting, see the following “Questions and Answers About Our Annual Meeting” section of the accompanying Proxy Statement.

The purpose of the Annual Meeting is to consider and act upon the following:

To elect four (4) directors of the Company to serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified if Proposal 6 is approved or until the 2029 Annual Meeting of Shareholders and until their successors are elected and qualified if Proposal 6 is not approved;*

2.	To approve the adoption of the Second Amended and Restated 2019 Director Fee Plan;

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, 2026;

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

5.	To approve the adoption of the Amended and Restated Articles of Incorporation, a copy of which is attached as Appendix C-1 to the accompanying Proxy Statement (the “Amended and Restated Articles”);

6.	To approve the amendment of the Company’s current Restated Articles of Incorporation (as amended to date, the “Articles of Incorporation”) to declassify the Board of Directors;

7.	To approve the amendment of the Articles of Incorporation to adopt a majority of votes cast standard in uncontested elections of directors;

8.	To approve the amendment of the Articles of Incorporation to eliminate certain supermajority voting requirements; and

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

*	See “Proposal 1 – Election of Directors” in the accompanying Proxy Statement for a description of a potential re-classification of directors in connection with Mr. Garcia-Tunon’s planned retirement from the Board.

Shareholders of record as of the close of business on December 29, 2025 will be entitled to submit questions and vote at the Annual Meeting. A list of these shareholders of record will be available electronically during the Annual Meeting at www.cesonlineservices.com/matw26_vm.

We hope you can participate in this important meeting.

Sincerely,

/s/ Brian D. Walters

Brian D. Walters

Executive Vice President, General Counsel & Corporate Secretary

January 20, 2026

Your vote is important-especially this year. Regardless of whether you plan to attend the virtual-only Annual Meeting, 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. If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor, Georgeson LLC:

Toll Free: (888)755-7097

Matthews International Corporation

Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.