Breaking: Activist Barington Initiates New Proxy Battle at Matthews, According to Sources
Barington Capital's Proxy Fight: Activist investor Barington Capital Group has nominated three directors for the board of Matthews International, initiating a second proxy fight after losing the first one earlier this year.
Criticism of Matthews' Management: Barington has expressed concerns over Matthews' business portfolio, capital allocation, and the performance of its long-serving CEO, while Matthews claims to have made improvements and engaged constructively with the hedge fund.
Changes in Board Nominations: The hedge fund's new nominees include its founder James Mitarotonda and two other experienced executives, with one previous nominee being replaced, as Barington continues to push for board changes.
Previous Support and Future Plans: In the last proxy fight, Barington received backing from three proxy advisory firms but was ultimately rejected by shareholders; the company plans to address governance changes at its 2026 meeting.
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- Financial Performance Improvement: Matthews International reported a net income of $43.6 million or $1.39 per share for Q1 2026, a significant turnaround from a net loss of $3.5 million a year ago, indicating positive progress in financial health and boosting investor confidence.
- Debt Management Success: The company successfully reduced its leverage ratio below 3x, aided by the sale of its warehouse automation and European packaging businesses for $225 million and $41 million, respectively, thereby improving its balance sheet and cash flow profile.
- Business Integration and Growth: The Memorialization segment saw a 7% year-over-year sales increase to $204.2 million, driven by positive contributions from the Dodge acquisition, which is expected to further support growth in 2026, reflecting the company's strategic focus on core businesses.
- Optimistic Outlook: Management anticipates adjusted EBITDA for fiscal 2026 to be at least $180 million; despite facing market headwinds in Energy Solutions, the company remains optimistic about future cash flows and profitability, planning to continue investing in high-margin business opportunities.
- Earnings Miss: Matthews International reported a Q1 non-GAAP EPS of -$0.19, missing expectations by $0.23, indicating significant pressure on profitability that could undermine investor confidence.
- Revenue Decline: The company posted Q1 revenue of $284.7 million, a 29.1% year-over-year decline, although it beat market expectations by $2.2 million; however, the ongoing revenue drop poses challenges for future growth prospects.
- Activist Investor Agreement: Matthews reached an agreement with activist investor Barington, suggesting potential adjustments in governance and strategic direction to address external pressures and enhance shareholder value.
- Warehouse Automation Deal: The company secured an excellent deal in warehouse automation sales, although specific financial impacts were not disclosed, this move could help improve operational efficiency and overall financial performance.
- Earnings Announcement: Matthews (MATW) is set to release its Q1 earnings on February 3rd after market close, with a consensus EPS estimate of $0.04, reflecting a significant year-over-year decline of 71.4%, indicating substantial profitability pressures.
- Revenue Decline: Analysts forecast Q1 revenue at $282.5 million, down 29.7% year-over-year, highlighting the sales challenges the company faces in the current economic environment, which may impact investor confidence moving forward.
- Historical Performance Review: Over the past two years, Matthews has beaten EPS estimates 63% of the time and revenue estimates 38% of the time; however, the current expectations suggest increasing pressure on the company, potentially affecting its stock performance.
- Strategic Adjustments: Amid strategic divestitures, Matthews has outlined an adjusted EBITDA outlook of $180 million and debt reduction targets, demonstrating the company's efforts to improve its financial health while still addressing short-term performance challenges.

- Director Nomination Withdrawal: Matthews International has reached an agreement with activist investor Barington Capital, which has agreed to withdraw its previously submitted director nominations, indicating a consensus on corporate governance that may help stabilize shareholder confidence.
- Ongoing Strategic Review: Barington Capital emphasized that Matthews' ongoing strategic review and value creation plan are critical for enhancing both near- and long-term shareholder value, which could influence the company's future decision-making direction.
- Stock Price Fluctuation: Despite the agreement, Matthews International's shares fell by 1.8%, reflecting market concerns regarding corporate governance and strategic execution, potentially impacting investor confidence in the company's future performance.
- Management Dialogue: Barington Capital Chairman Mitarotonda noted that the dialogue between both parties has been positive, and the agreement signifies improved communication between management and shareholders, potentially laying the groundwork for future collaboration.
- Nomination Withdrawal: Barington Capital's agreement to withdraw its director nominations for Matthews International's board indicates a constructive consensus on corporate governance and strategic review, which is expected to enhance shareholder confidence.
- Strategic Review Advancement: Over the past 12 months, Matthews has implemented several measures to simplify its business mix and strengthen its balance sheet, aiming to create long-term shareholder value through ongoing strategic reviews.
- Governance Improvement: The Chairman of Matthews' board noted that the dialogue with Barington provided valuable insights for enhancing corporate governance, with plans to further drive governance changes to achieve higher shareholder value.
- Legal Compliance Assurance: Under the agreement, Barington will adhere to standstill provisions and other restrictions, ensuring compliance as Matthews advances its strategic review and governance improvements, thereby mitigating potential legal risks.
- Director Nomination Withdrawal: Barington Capital has reached an agreement with Matthews International to withdraw its previously submitted director nominations, indicating a consensus on corporate governance and strategic review that may enhance shareholder confidence.
- Strategic Review Advancement: Over the past 12 months, Matthews has implemented several measures to simplify its business structure and strengthen its balance sheet, which is expected to further drive long-term value creation and enhance market competitiveness.
- Shareholder Interests Prioritized: The Chairman of Matthews' Board stated that this agreement is in the best interests of all shareholders, reflecting the company's proactive improvements in governance structure aimed at increasing long-term shareholder returns.
- Legal Advisory Support: J.P. Morgan Securities is serving as financial advisor and Sidley Austin LLP as legal counsel for Matthews, ensuring compliance and effectiveness of the agreement, thereby supporting the company's future strategic implementation.







