Barington Capital Pushes for Change in Matthews Board Elections

Major Proxy Advisory Firm Supports Barington Capital's Nominees

In a significant turn of events, Barington Capital Group, L.P. has gained the backing of Institutional Shareholder Services Inc. (ISS), a leading proxy advisory firm, as it campaigns for the election of its director nominees. This recommendation comes at a crucial time as shareholders prepare for the upcoming vote surrounding Matthews International Corporation (NASDAQ: MATW). Barington Capital is advocating for the election of Ana Amicarella, Chan Galbato, and James Mitarotonda, highlighting the necessity for a change in governance at Matthews.

Board Composition and Governance Issues

ISS's endorsement stresses that the current board should have acted sooner to implement changes aimed at enhancing corporate governance, rather than only reacting in the face of a proxy contest. The advisory firm emphasizes that without additional board modifications, shareholders remain at risk of poor decision-making from directors who have contributed to the present challenges facing Matthews.

Investors Urged to Vote Wisely

Barington Capital strongly encourages shareholders to align with the unanimous recommendations from prominent advisory firms including ISS, Glass Lewis, and Egan-Jones. Shareholders are urged to vote "FOR" the election of all of Barington's nominees to ensure a fresh approach to the governance of Matthews International.

Response to Recent Board Changes

James Mitarotonda, Chairman and CEO of Barington Capital, expressed skepticism regarding the board’s recent actions perceived as a rushed effort to avoid accountability. He challenges shareholders to consider whether crucial business decisions, like the sale of SGK Brand Solutions' assets, truly serve the company’s best interests or merely seek to shield entrenched directors.

ISS’s Insights on Board Dynamics

In its proxy alert, ISS characterized the board's recent governance proposals as a defensive approach to counteract Barington's campaign efforts. They assert the necessity for profound changes that extend beyond surface-level amendments. Remedial measures, which are fundamentally corporate governance best practices, should have been adopted long before the impending election.

Looking Ahead to the Election

With the shareholder meeting approaching, the stakes continue to rise for Matthews. The insights provided by ISS and the strategic maneuvers employed by Barington serve as a wake-up call for investors. Immediate action is needed to avoid perpetuating existing governance issues and to cultivate a conducive environment for Matthews to thrive.

Importance of Shareholder Engagement

Active participation from shareholders is crucial during this pivotal time. Barington Capital emphasizes the potential for significant value creation if its nominees are elected. Effective governance changes could set the stage for better operational strategies and enhanced shareholder returns.

About Barington Capital Group

Founded by James Mitarotonda in the early 2000s, Barington Capital Group, L.P. focuses on identifying undervalued companies that can realize substantial growth when paired with improved governance practices. The firm's team is dedicated to ensuring that long-term shareholder interests are prioritized and pursued vigorously.

Frequently Asked Questions

1. Who are the nominees supported by Barington Capital?

Barington Capital is advocating for the election of Ana Amicarella, Chan Galbato, and James Mitarotonda to Matthews' Board of Directors.

2. What is ISS's recommendation regarding Matthews' board?

ISS strongly recommends that shareholders vote "FOR" the election of Barington's nominees, citing the need for substantial board changes.

3. Why are governance changes necessary at Matthews?

Governance changes are essential to address past disappointments that have led to the current proxy contest, ensuring that shareholders' interests are represented effectively.

4. How can shareholders participate in the voting process?

Shareholders can cast their votes using the GOLD proxy card distributed by Barington Capital and are encouraged to complete this process before the annual meeting.

5. What is the mission of Barington Capital?

Barington Capital aims to invest in undervalued companies and drive meaningful change to enhance long-term shareholder value through strategic improvements.

About The Author

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