false0000063296
0000063296
2020-09-08
2020-09-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2020
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MATTHEWS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania | 0-09115 | 25-0644320 |
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
Incorporation or organization) | File Number) | Identification No.) |
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TWO NORTHSHORE CENTER, | PITTSBURGH, | PA | 15212‑5851 |
(Address of principal executive offices) | (Zip Code) |
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(412) | 442-8200 |
(Registrant's telephone number, including area code) |
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NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act: | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Class A Common Stock, $1.00 par value | | MATW | | Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 14, 2020, Matthews International Corporation ("Matthews" or the "Company") announced the appointment of Lillian D. Etzkorn to the Matthews Board of Directors (the "Board") effective October 1, 2020. Ms. Etzkorn is expected to serve on the Audit Committee of the Board. In accordance with the Company's Corporate Governance Guidelines, Ms. Etzkorn will be nominated for election as a director by the Company's shareholders at the 2021 Annual Meeting of the Shareholders. There are no arrangements or understandings between Ms. Etzkorn and any other persons pursuant to which Ms. Etzkorn was selected as a director. There are also no family relationships between Ms. Etzkorn and any director or executive officer of the Company, and Ms. Etzkorn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Etzkorn will be compensated as a director of the Company in accordance with the provisions of the 2019 Director Fee Plan (the "Plan"), which is discussed in the Company's 2020 Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended September 30, 2019.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on September 14, 2020 regarding Ms. Etzkorn's appointment to the Board is attached hereto as Exhibit 99.1.
This information, including exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to this Form 8-K in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description |
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| | Press Release, dated September 14, 2020, issued by Matthews International Corporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MATTHEWS INTERNATIONAL CORPORATION |
| (Registrant) |
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| By: | /s/ Steven F. Nicola | |
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| | Steven F. Nicola | |
| | Chief Financial Officer and Secretary | |
Date: September 14, 2020