PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED JANUARY 2, 2026

[●], 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:

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 WHITE 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 a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of the Board of Directors of Matthews. This year, your WHITE proxy card looks different than the proxy card we send to our shareholders most years as proxy rules require that we list the nominees of Barington (as defined below) in addition to the Board’s nominees.

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 WHITE proxy card.

You may receive solicitation materials from Barington, including proxy statements, mailings and proxy cards, asking for your support in favor of their three nominees, including two nominees who were previously defeated by our shareholders at last year’s annual meeting. The Board of Directors urges you to disregard any such materials and does not endorse any of Barington’s nominees.

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

51 West 52nd Street, 6th Floor

New York, NY 10019

Shareholders, Banks and Brokers

Toll Free: (888) 755-7097

MATWinfo@Georgeson.com

We appreciate your ongoing support and investment in Matthews International.

Thank you,

Alvaro Garcia-Tunon

Chairperson of the Board

Notice of the

ANNUAL MEETING OF THE SHAREHOLDERS

To be held on [●], 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 [●] (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 must pre-register at www.cesonlineservices.com/matw26_vm by 11:59 PM (EST) on [●], 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:

Shareholders of record as of the close of business on [●] 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.

An activist shareholder, Barington Companies Equity Partners, L.P. (collectively with its affiliates and related parties, “Barington”), has nominated three (3) director candidates in opposition to the Board’s nominees: James A. Mitarotonda, Chan W. Galbato, and Sheila Hooda (the “Barington Nominees”). This is the second consecutive annual meeting of shareholders at which Barington has nominated candidates, including two of the same candidates (James A. Mitarotonda and Chan W. Galbato) who were rejected by shareholders at the Company’s 2025 Annual Meeting of Shareholders. The Barington Nominees are included on the Company’s “universal” WHITE proxy card due to rules of the U.S. Securities and Exchange Commission. The Board of Directors does not endorse the Barington Nominees and recommends that you use the WHITE proxy card to vote “FOR” only the four director nominees proposed by the Board of Directors (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk), “WITHHOLD” on each of the Barington Nominees, and vote “FOR” each of the other proposals.

You may receive solicitation materials from Barington, including proxy statements and proxy cards. The Company is not responsible for the accuracy or completeness of any information provided by, or relating to, Barington or the Barington Nominees contained in solicitation materials filed or disseminated by, or on behalf of, Barington or any other statements Barington may make. The Board of Directors strongly urges you to discard and NOT to vote using any proxy card sent to you by Barington. If you have already submitted a proxy card, you can revoke such proxy and vote for the Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via telephone or Internet by following the instructions on your WHITE proxy card, WHITE voting instruction form or notice. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.

We hope you can participate in this important meeting.

[●], 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 WHITE proxy card by mail in the postage-paid envelope provided, by using Internet voting as described in your enclosed WHITE proxy card, or by following the other instructions for voting on your enclosed WHITE proxy card. If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor, Georgeson LLC: 

51 West 52nd Street, 6th Floor

New York, NY 10019

Shareholders, Banks and Brokers

Toll Free: (888) 755-7097

MATWinfo@Georgeson.com

Matthews International Corporation

Proxy Statement

Table of Contents

Matthews International Corporation

Two NorthShore Center

Pittsburgh, Pennsylvania 15212 - 5851

1-412-442-8200

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on February 19, 2026

The Company’s 2026 Proxy Statement and the Annual Report to Shareholders for the fiscal year ended September 30, 2025 are available free of charge on the Company’s website at http://www.matw.com/investors/sec-filings. You may also obtain copies of the Company’s 2026 Proxy Statement and Annual Report for Fiscal Year 2025, free of charge, by contacting the Company’s Investor Relations Department at Matthews International Corporation, Two NorthShore Center, Pittsburgh, Pennsylvania 15212-5851, Attention: Investor Relations, telephone (412) 442-8200.

Important Notice Regarding Forward-Looking Information Contained in this Proxy Statement

Any forward-looking statements contained in this Proxy Statement are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, and may be identified by the use of words such as “expects,” “believes,” “intends,” “projects,” “anticipates,” “estimates,” “plans,” “seeks,” “forecasts,” “predicts,” “objective,” “targets,” “potential,” “outlook,” “may,” “will,” “could” or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from management’s expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company’s results to differ materially from the results discussed in such forward-looking statements principally include uncertainties regarding future actions that may be taken by Barington in furtherance of its intention to nominate director candidates for election at the Company’s 2026 Annual Meeting, potential operational disruption caused by Barington’s actions that may make it more difficult to maintain relationships with customers, employees or partners, risks to our ability to achieve the anticipated benefits of the joint venture transaction with Propelis that closed in fiscal year 2025, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company’s products, including changes in costs due to adjustments to tariffs, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company’s acquisitions, divestitures, and business combinations, cybersecurity concerns and costs

1

arising with management of cybersecurity threats, effectiveness of the Company’s internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company’s control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company’s plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company’s plans and expectations with respect to its Board, and other factors described in the Company’s Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). In addition, although the Company does not currently have any customers that would be considered individually significant to consolidated sales, changes in the distribution of the Company’s products or the potential loss of one or more of the Company’s larger customers are also considered risk factors. Matthews cautions that the foregoing list of important factors is not all inclusive. Readers are also cautioned not to place undue reliance on any forward looking statements, which reflect management’s analysis only as of the date of this Proxy Statement, even if subsequently made available by Matthews on its website or otherwise. Matthews does not undertake to update any forward looking statement, whether written or oral, that may be made from time to time by or on behalf of Matthews to reflect events or circumstances occurring after the date of this Proxy Statement unless required by law.

Information referenced in this Proxy Statement

The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.

2

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting. This Proxy Statement and the accompanying WHITE proxy card were first mailed to shareholders on or about [●].

2026 Annual Meeting of Shareholders

3

Regardless of whether you are a record holder or a beneficial holder, simply attending the Annual Meeting will not, by itself, revoke any proxy that you have previously submitted.

Meeting Agenda and Board Recommendations on Voting Matters

The purpose of the Annual Meeting is to act on the matters set forth in the Notice of the Annual Meeting accompanying this Proxy Statement, which are also listed below. The Board of Directors unanimously recommends that you vote your shares in the manner set forth across from the corresponding proposal below. These proposals and the reasons for the Board’s recommendations are described in more detail in this Proxy Statement Summary and on the page of the Proxy Statement set forth in the table below.

4

Proposal 1 – Election of Directors (Page 42)

You are being asked to vote on the election of four (4) directors. The Board has nominated four (4) highly qualified incumbent directors who have critical skills and experience that relevant to the Company’s businesses:

Additional information about the background and experience of these nominees can be found in the section of this Proxy Statement captioned “Proposal 1 – Election of Directors.”

Barington has submitted notice of its intent to nominate three (3) candidates for election to the Board at the Annual Meeting in opposition to the Board’s nominees. Two of Barington’s nominees (James A. Mitarotonda

5

and Chan W. Galbato) are affiliated with Barington and were previously nominated by Barington at the Company’s 2025 Annual Meeting of Shareholders, where they were rejected by the shareholders. The Board has considered the candidacy of these directors and, in light of their skills and experience, unanimously determined that the Board’s nominees are more suitable for the Board and Company’s needs.

Alvaro Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting, and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved.

On this Proposal 1, the Board unanimously recommends voting “FOR” the election of only the Board’s four nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk) and marking “WITHHOLD” with respect to Barington’s nominees. The Board urges you NOT to sign, return or vote any proxy card sent to you by Barington, as it will revoke any previously submitted WHITE proxy card that you have submitted.

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Corporate Governance Highlights (Page 30)

We are committed to good corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Our corporate governance practices are described in greater detail in the “General Information Regarding Corporate Governance” section. Highlights include:

Board Skills and Experience

The Governance and Sustainability Committee and the Board have worked with management to develop the following matrix for use in evaluating potential director candidates and assist in board succession planning. Such matrix includes a number of factors that the Governance and Sustainability Committee and the Board consider important for assessing the qualifications of potential nominees and current directors.

Current Directors and the Board of Directors’ Nominees

J.C. Bartolacci

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

K.E. Dietze

✓

✓

✓

✓

✓

T.L. Dunlap

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

L.D. Etzkorn

✓

✓

✓

✓

✓

✓

✓

✓

A. Garcia-Tunon

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

T.A. Gebhardt

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

J.M. Nauman

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

M.K. O’Brien

✓

✓

✓

✓

✓

✓

✓

✓

A.W. Richards

✓

✓

✓

✓

✓

✓

✓

D.A. Schawk

✓

✓

✓

✓

✓

F.S. Wlodarczyk

✓

✓

✓

✓

✓

✓

✓

Board and Board Leadership Refreshment

Since October 2020, the Governance and Sustainability Committee and the Board have worked to refresh the Board of Directors and has from time to time retained one or more third-party national search firms to advise the Governance and Sustainability Committee with identifying and retaining director candidates utilizing a broad range of criteria, including, but not limited to, background, relevant industry expertise, tenure on the Board, diversity (including knowledge, experience, expertise, gender, race, ethnicity, sexual orientation, culture, thought and geography) and business acumen and experience. As a result of this refreshment initiative, five new directors have joined the Board since 2020: Lillian D. Etzkorn (October 2020), Aleta W. Richards (February 2023), Francis S. Wlodarczyk (April 2024), J. Michael Nauman (February 2025) and Thomas A. Gebhardt (February 2025).

As previously announced on February 14, 2025, Mr. Garcia-Tunon will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Garcia-Tunon for his service on the Board of Directors and as Chairperson of the Board. Mr. Garcia-Tunon’s expertise and leadership have been invaluable to the Company during his tenure as a director and Chairperson of the Board. The Board intends to effect an orderly transition of the role of Chairperson of the Board and has unanimously appointed Mr. Nauman to serve as Chairperson of the Board immediately following Mr. Garcia-Tunon’s retirement from the Board.

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Board Attributes and Practices

Other Governance Best Practices

Proposal 2 – Approval of the adoption of the Second Amended and Restated 2019 Director Fee Plan (Page 53)

We are requesting that the shareholders approve the adoption of the Second Amended and Restated 2019 Director Fee Plan. Such approval is requested to increase the number of shares available for grant under the plan in order to continue to provide to non-employee directors of the Company the appropriate annual retainer fee and meeting fee, increase identification of interests between non-employee directors and shareholders, and allow for the payment in fees in shares of Common Stock and defer receipt of certain payments to a future date.

Additional information about the Second Amended and Restated Director Fee Plan can be found in the section of this Proxy Statement captioned “Proposal 2 – Approval of the Adoption of the Second Amended and Restated 2019 Director Fee Plan” below.

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Proposal 3 – Ratification of the Selection of our Independent Registered Public Accounting Firm for Fiscal Year 2026 (Page 64)

We are requesting that shareholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The table below shows the fees paid by the Corporation to Ernst & Young LLP, the independent public accounting firm for the fiscal years ended September 30, 2025 and 2024.

Additional information about our relationship with our independent registered public accounting firm can be found under the heading “Relationship with Independent Registered Public Accounting Firm” starting on page 107 of this Proxy Statement.

Proposal 4 – Approval of an Advisory (Non-binding) Vote on the Executive Compensation of the Company’s Named Executive Officers (Page 65)

We are requesting that the shareholders approve an advisory (non-binding) vote on the Executive Compensation of the Company’s named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is presenting this proposal to give shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting for or against the resolution provided in Proposal 4. The Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

Proposal 5 – Approval of the Adoption of the Amended and Restated Articles (Page 66)

We are requesting that shareholders approve the adoption of the Amended and Restated Articles. On January 2, 2026, the Board unanimously voted to approve, and to recommend to shareholders that they approve, the amendment and restatement of the Articles of Incorporation in the form of the Amended and Restated Articles attached as Appendix D-1 to this Proxy Statement. The Amended and Restated Articles will include, among other things, the features described in Proposals 6 through 8 below. The Amended and Restated Articles included as Appendix D-1 to this Proxy Statement also reflect certain immaterial changes to modernize, streamline and align the provisions therein in light of the proposed amendments. Please refer to Appendix D-2 for a marked copy of the Amended and Restated Articles reflecting each of the proposed changes proposed in this Proxy Statement. The approval of this proposal is required to approve the adoption of the Amended and Restated Articles. The approval of each of Proposals 6, 7 and 8 are not dependent on one another. Accordingly, if Proposal 5 is approved and any of Proposal 6, 7 and 8 are not approved, the corresponding amendments marked in each of Sections 6.1.B(1), 6.1.B(2) and 10.3, respectively, will not be included in the Amended and Restated Articles when filed with the Pennsylvania Department of State.

We encourage you to read the full description of the proposal to adopt the Amended and Restated Articles. Additional information about Proposal 5 can be found beginning on page 66.

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Proposal 6 – Approval of the Amendment of the Articles of Incorporation to Declassify the Board of Directors (Page 67)

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to declassify the Board over a three-year period (the “Declassification Amendment”). The Articles of Incorporation currently divide the Board into three classes, with the terms of office of the three classes of directors ending in successive years. As set forth in Section 1724(b)(1) of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), such classes are as nearly equal in number as possible. If the Declassification Amendment is approved by the Company’s shareholders at the Annual Meeting, subject to the approval of Proposal 5 and the filing of the Amended and Restated Articles, the directors with terms expiring at this Annual Meeting will be elected to a one-year term, and each class elected at annual meetings of shareholders after this Annual Meeting will also be elected to a one-year term. As a result, if the Declassification Amendment is approved by the shareholders, the Board will no longer be divided into classes beginning at the 2028 Annual Meeting of Shareholders.

As announced on February 14, 2025, the Board determined to submit the Declassification Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. The Board believes that annual director elections will allow for increased shareholder engagement on Board composition and director performance, while the phased declassification provides for a smooth transition through the declassification process.

We encourage you to read the full description of the amendment, including its background and governance considerations. Additional information about Proposal 6 can be found beginning on page 67.

Proposal 7 – Approval of the Amendment of the Articles of Incorporation to Adopt a Majority of Votes Cast Standard in Uncontested Elections of Directors (Page 69)

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to adopt a majority of votes cast standard in uncontested elections of directors (the “Majority Voting Standard Amendment”). Currently, all director elections are subject to a plurality of votes cast standard. The Board had previously adopted a director resignation policy (described below under the section of this Proxy Statement captioned “General Information Regarding Corporate Governance – Board Composition and Corporate Governance”), pursuant to which directors who do not receive at least a majority of votes cast in an uncontested director election must tender his or her resignation, subject to review by the Board of Directors. The Majority Voting Standard Amendment would provide that at an uncontested election of directors, a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, and that directors who are not re-elected pursuant to such standard would be required to resign subject to the Board’s review under the Company’s director resignation policy.

As announced on February 14, 2025, the Board determined to submit the Majority Voting Standard Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. While the Majority Voting Standard Amendment will be substantially similar to the effect of the Company’s existing director resignation policy, the Board believes that adopting a majority voting standard is responsive to shareholder feedback and market best practices.

We encourage you to read the full description of the amendment, including its background and governance considerations. Additional information about Proposal 7 can be found beginning on page 69.

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Proposal 8 – Approval of the Amendment of the Articles of Incorporation to Eliminate Certain Supermajority Voting Requirements (Page 71)

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to eliminate supermajority voting requirements that are currently required for certain amendments to the Company’s Articles of Incorporation (the “Supermajority Voting Amendment”). Amendments to the Articles of Incorporation currently require the affirmative votes of (a) the holders of at least 80% of the voting power of all then outstanding shares of the Company’s voting stock, voting together as a single class and (b) the holders of at least a majority of the voting power of the then outstanding shares of the Company’s voting stock which are not beneficially owned by any Interested Shareholder (as defined in the Articles of Incorporation), voting together as a single class, unless such amendment is recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors (as defined in the Articles of Incorporation) then in office. If the Supermajority Voting Amendment is approved by shareholders at the Annual Meeting, amendments to the Articles of Incorporation would require approval by a least a majority of the voting power of the then outstanding shares of the Company’s voting stock.

We encourage you to read the full description of the amendment, including its background and governance considerations. Additional information about Proposal 8 can be found beginning on page 71.

Executive Compensation Program Highlights

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvements in the Company’s operating results and appreciation in our stock value.

The principal objectives of the Company’s executive compensation program for the Company’s named executive officers and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of our philosophy is to:

The following executive compensation practices and policies have been adopted by the Committee to ensure sound corporate governance and alignment of the interests of executives and the Company’s shareholders. Many of these policies and practices have been adopted to discourage excessive risk-taking by our executive team.

What We Do:

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What We Don’t Do:

Additional information about our compensation philosophy and program, including compensation determinations for each of our named executive officers, can be found in the “Executive Compensation and Retirement Benefits” starting on page 76 of this Proxy Statement.

We encourage you to read the entire Proxy Statement and to vote your shares using the instructions on the WHITE proxy card for the Annual Meeting. We encourage you to submit a proxy using the instructions on the WHITE proxy card so that your shares will be represented and voted for each of the proposals described in this Proxy Statement.

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

We sent you this Proxy Statement and the enclosed WHITE proxy card because the Board is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed WHITE proxy card or submit your proxy through the Internet or by telephone according to the instructions contained in the enclosed WHITE proxy card. If you hold our shares in “street name” (that is, through a broker, bank or other holder of record), the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

This Proxy Statement and the WHITE proxy card, which contains instructions on how to vote your shares, together with our annual report, is first being mailed or made available on or about [●] to all shareholders entitled to receive notice of and to vote at the Annual Meeting.

Barington is an activist investor founded by James A. Mitarotonda, one of the Barington Nominees. Barington has notified us of its intention to nominate three (3) individuals for election to the Board of Directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors.

The Annual Meeting is the third meeting at which Barington has nominated director candidates, the third at which Barington has nominated its founder, Mr. Mitarotonda, as a director candidate, and the second at which Barington has nominated Barington consultant Chan W. Galbato as a director candidate. The Company entered into a settlement agreement with Barington following its nominations at the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), which was extended through the Company’s 2024 Annual Meeting of Shareholders. Barington’s nominees were defeated in a vote at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). For more information on our interactions with Barington, see the section of this Proxy Statement captioned “Background of the Solicitation” below.

The Board of Directors does not endorse any of the Barington Nominees and unanimously recommends that you vote “FOR” only the Board of Directors’ nominees, “FOR” each of the management proposals 2, 3, 4, 5, 6, 7 and 8, and “WITHHOLD” on the Barington Nominees on the enclosed WHITE proxy card.

You may receive proxy solicitation materials from Barington soliciting in favor of their nominees. We are not responsible for the accuracy or completeness of any information contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Barington or any other statements that they may otherwise make.

The Board urges you to disregard any materials and NOT to sign, return or vote using any proxy card sent to you by, or on behalf of, Barington. While you may vote “FOR” the Board’s nominees on either the Company’s WHITE proxy card or Barington’s proxy card, we strongly encourage you to use the universal WHITE proxy card to vote your shares, regardless of how you intend to vote. To support our director nominees, you should vote “FOR” all of the nominees of the Board of Directors and vote to “WITHHOLD” on the Barington Nominees on the WHITE proxy card.

If you have already voted using a proxy card sent to you by Barington, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting “in person” at the virtual Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the

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Annual Meeting as described herein. If you are a holder of our shares in “street name,” the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

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

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The Board of Directors unanimously recommends that you vote your shares with respect to the proposals as follows:

The Board of Directors does not endorse any of the Barington Nominees and unanimously recommends that you vote “FOR” all of the Board of Directors’ nominees, “FOR” each of Proposals 2, 3, 4, 5, 6, 7 and 8, and “WITHHOLD” on the Barington Nominees on the enclosed WHITE proxy card.

The Board of Directors urges you to disregard any materials and NOT to sign, return or vote using any proxy card sent to you by or on behalf of Barington. While you may vote “FOR” the Company nominees on either the Company’s WHITE proxy card or Barington’s proxy card, we strongly encourage you to use the universal WHITE proxy card to vote your shares, regardless of how you intend to vote. Voting to “WITHHOLD” with respect to any of the Barington Nominees on a proxy card sent to you by Barington is not the same as voting for the Board of Directors’ nominees, because a vote to “WITHHOLD” with respect to any of Barington’s director nominees on Barington’s proxy card will revoke any WHITE proxy card you may have previously submitted. To support our director nominees, you should vote “FOR” all of the Board of Directors’ nominees and “WITHHOLD” on the Barington Nominees on the WHITE proxy card.

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If you have already voted using a proxy card sent to you by Barington, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting “in person” at the virtual Annual Meeting. Only your latest dated proxy card will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein. If you are a beneficial owner of our shares, the availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

As a result of proxy rules adopted by the SEC, both the Company and Barington are required to name all nominees for election at the Annual Meeting on their respective proxy cards that are distributed to our shareholders. The Board of Directors does NOT endorse the election of the Barington Nominees and urges you not to vote for any of the three Barington Nominees on any proxy card. You can best support the Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote ONLY “FOR” the Board of Directors’ nominees and proposals and “WITHHOLD” on the Barington nominees, in accordance with the Board of Directors’ recommendations. While you may vote “FOR” the Company nominees on either the Company’s WHITE proxy card or Barington’s proxy card, we strongly encourage you to use the universal WHITE proxy card to vote your shares, regardless of how you intend to vote.

Barington has notified us that it intends to propose three nominees to the Board of Directors for election at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. We have provided you with the enclosed WHITE proxy card. Barington may also send you a proxy card.

The Board of Directors unanimously recommends using the enclosed WHITE proxy card to vote “FOR” ONLY the Board of Directors’ nominees and “WITHHOLD” on the Barington Nominees. The Board of Directors recommends that you simply DISREGARD the proxy card sent to you by Barington.

If Barington proceeds with its nominations, we will likely conduct multiple mailings prior to the date of the Annual Meeting to ensure that shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every WHITE proxy card you receive. The latest dated proxy card you submit will be counted, and, if you wish to vote as recommended by the Board, then you should submit only WHITE proxy cards.

An “over-vote” occurs when a shareholder submits more votes “FOR” director nominees than there are Board seats up for election. To the extent an over-vote (e.g., voting “FOR” with respect to more than four nominees on Proposal 1) occurs on a record holder’s universal proxy card and it is not corrected, all of such record holder’s votes on Proposal 1 regarding nominees will be invalid and will not be counted. In addition, depending on the broker, bank, or other nominee through which you hold your shares, your votes on all other proposals before the Annual Meeting may also be invalid and not counted. We encourage you to vote by Internet or telephone to avoid an “over-vote.”

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An “under-vote” occurs when a shareholder submits fewer votes “FOR” director nominees than there are director seats up for election. To the extent an under-vote (i.e., voting “FOR” with respect to fewer than four nominees on Proposal 1) occurs on any shareholder’s universal proxy card, your shares will only be voted FOR those nominees you have so marked and “WITHHOLD” for the other nominees. We encourage you to vote by Internet or telephone to avoid an “under-vote.”

The Annual Meeting will be held at 9:00 AM (EST) on [●], 2026.

The Annual Meeting will be conducted completely online via the Internet. You may only participate in the virtual meeting by registering in advance at www.cesonlineservices.com/matw26_vm prior to the deadline of 11:59 PM (EST) on [●], 2026. Please have your proxy card, voting instruction form, or other communication containing your control number available and follow the instructions to complete your registration request. If you are a holder of record and you have misplaced your virtual control number, please call our proxy solicitor Georgeson toll-free at (888) 755-7097. If you are a beneficial holder, you must obtain a legal proxy from your broker, bank or other nominee to attend and vote at the virtual Annual Meeting. Upon completing registration, shareholders will receive a confirmation email with a link and instructions for accessing the Annual Meeting.

We encourage you to access the Annual Meeting before the start time of 9:00 AM (EST), on [●], 2026. Please allow ample time for online check-in, which will begin at 8:30 AM (EST), on [●], 2026. We will have a support team ready to assist attendees with any technical difficulties they may have accessing or hearing the audio webcast of the meeting.

Shareholders of record who participate in the virtual Annual Meeting by way of the website above or the link provided following registration will be considered to have attended the meeting “in person,” as such term is used in this Proxy Statement, including for purposes of determining a quorum and counting votes.

All shareholders who register to attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Shareholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.

Only shareholders of record at the close of business on [●] will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were [●] shares of Common Stock outstanding and entitled to vote and no shares of preferred stock outstanding or entitled to vote. The holders of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on the Record Date.

The process for voting depends on how you hold your shares of Common Stock. Generally, you may hold Common Stock in your name as a “record holder” (with our transfer agent, Computershare) or in an account with a bank, broker, or other nominee (i.e., in “street name”).

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Shareholders of Record: Shares Registered in Your Name

If at the close of business on [●], you are a record shareholder (i.e., you hold your shares through our transfer agent, Computershare), you may vote either “in person” at the virtual Annual Meeting or by proxy. The Procedures for voting by proxy are as following:

Street Name Shareholders: Shares Registered in the Name of a Broker, Bank or Other Agent

If at the close of business on [●], you hold your shares in “street name,” then these proxy materials are being forwarded to you by the brokerage firm, bank, dealer or other similar organization in which you have an account holding your shares of Common Stock. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a street name shareholder, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Certain of these institutions offer the ability to direct your agent how to vote through the Internet or by telephone.

Because of the contested nature of the election, if you do not give instructions to your broker, your broker may not be able to vote your shares with respect to any of the proposals. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed WHITE voting instruction form, to vote your shares in line with the Board’s recommendations on the WHITE voting instruction form.

If you are a “street name” shareholder, you are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote your shares “in person” at the virtual Annual Meeting unless you request and obtain a valid legal proxy issued in your name from your broker, bank or other agent considered the shareholder of record of the shares. You must obtain a legal proxy from the bank, broker or other nominee of your shares and submit the legal proxy in order to be entitled to vote those shares at the Annual Meeting. Follow the instructions provided by your brokerage firm or bank. Please note that obtaining a legal proxy may take several days, so please request your legal proxy in advance of the date of the Annual Meeting if you intend to vote at the meeting. If you have requested a legal proxy online, and you have not received an email with your legal proxy within two business days of your request, contact your brokerage firm or bank. If you have requested a legal proxy by mail, and you have not received it within five (5) business days of your request, contact your brokerage firm or bank. You may submit your legal proxy either (i) in advance of the Annual Meeting by attaching the legal proxy and a proxy card with your voting instructions (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to our proxy solicitor Georgeson at MATWinfo@Georgeson.com or (ii) along with your voting ballot during the Annual Meeting. We must have your legal proxy in order for your vote submitted during the Annual Meeting to be valid. To avoid any technical difficulties on the day of the Annual Meeting, we encourage you to submit your legal proxy in advance of the Annual Meeting by attaching the legal proxy and a proxy card with your voting instructions (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to MATWinfo@Georgeson.com to ensure that your vote is counted, rather than wait to upload the legal proxy during the Annual Meeting. Multiple legal proxies must be combined into one document for purposes of uploading them with your ballot.

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If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Georgeson LLC, at:

51 West 52nd Street, 6th Floor

New York, NY 10019

Shareholders, Banks and Brokers

Toll Free: (888) 755-7097

MATWinfo@Georgeson.com

If you receive multiple copies of this Proxy Statement or the accompanying WHITE proxy card, this may mean that your shares of Common Stock are held in more than one account with brokers or our transfer agent. In addition, since Barington has nominated alternative director candidates, we will likely conduct multiple mailings prior to the Annual Meeting to ensure shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. The latest dated proxy you submit will be counted.

On each matter to be voted upon, holders of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on [●], the Record Date. As provided in the Company’s Articles of Incorporation, cumulative voting is not applicable to the election of directors.

We will bear the cost of soliciting proxies for the Annual Meeting. We will ask banks, brokerage houses, fiduciaries and custodians holding shares of the Company’s Common Stock in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such shares, and we will reimburse them for their reasonable expenses in doing so. We and our directors, officers and regular employees may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other regular employees for such services.

As a result of the potential proxy solicitation by Barington, we will incur additional costs in connection with our solicitation of proxies. We have hired Georgeson LLC (“Georgeson”) to assist us in soliciting proxies for a fee estimated to be $220,000. Georgeson expects that approximately 15 of its associates will assist in the solicitation. In addition, the Company has agreed to indemnify Georgeson against certain losses arising out of, or relating to, the engagement. The aggregate expenses incurred by the Company to date in furtherance of, or in connection with, the solicitation are approximately $0.8 million. We anticipate that our total expenditures will be approximately $2 million to $3 million. The actual amount of expenditures could be higher or lower depending upon the facts and circumstances arising in connection with this solicitation.

Other than persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of the solicitation. None of these individuals will receive any additional or special compensation for

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doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock. Appendix A sets forth information relating to the Company’s directors, director nominees and certain executive officers who are considered “participants” in the Company’s solicitation under the rules of the SEC by reason of their position as directors or director nominees of the Company or because they may be soliciting proxies on the Company’s behalf.

Yes. You can change your vote or revoke your proxy at any time before the final vote at the Annual Meeting. If you are a shareholder of record, you may revoke your proxy in any one of the following ways:

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. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee.

Votes will be counted by the judge of election appointed for the Annual Meeting.

We must vote your shares as you have instructed. If there is a matter on which a shareholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted according to the recommendations of the Board of Directors as follows:

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This authorization would exist, for example, if a shareholder of record merely signs, dates and returns the WHITE proxy card but does not indicate how its shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of the proxies.

If your shares are held in street name, see “What is a broker non-vote?” below regarding the ability of brokers, banks and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion and regarding broker non-votes.

If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when a broker submits a proxy for the Annual Meeting with respect to a discretionary matter but does not vote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. To the extent that Barington provides a proxy card or voting instruction form to shareholders who hold their shares in street name, all of the proposals presented at the Annual Meeting will be considered “non-routine” matters, and brokers will not have discretionary voting authority to vote on any of the proposals presented at the Annual Meeting. If, however, Barington does not provide a proxy card or voting instruction form to shareholders who hold their shares in street name, then Proposal 3 would be considered to be a routine matter, and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions. However, in that event, it is possible that a broker may choose not to exercise discretionary authority with respect to Proposal 3. In that case, if you do not instruct your broker how to vote with respect to Proposal 3, your broker may not vote with respect to such proposal. Therefore, we encourage you to instruct your broker, bank, or other nominee to vote your shares by executing and returning the enclosed WHITE proxy card or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card.

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Proposal 1: Election of 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

As a result of Barington notifying the Company of its intent to nominate candidates for election as directors at the Annual Meeting, the election of directors will be considered a contested election and, as provided under Section 1758(b)(2) of the PBCL, the nominees for election as directors receiving the highest number of votes cast shall be elected, which we refer to as the “plurality of votes cast,” with regard to the election of a directors. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining whether there is a quorum at the Annual Meeting, but will not be considered to have been voted for the director nominee. Broker non-votes will also not be considered to have been voted for any director nominee.

Because Barington has delivered notice of intent to nominate directors, the election of directors at the Annual Meeting is not expected to be an uncontested election for purposes of the Company’s director resignation policy under the Company’s Corporate Governance Guidelines. If Barington withdraws its notice of nominations prior

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to the Annual Meeting or does not present its nominations at the Annual Meeting, the election would be uncontested and director nominees would be required to conditionally resign from the Board in the event they fail to receive the vote of at least a majority of the votes cast. See “General Information Regarding Corporate Governance—Board Composition and Corporate Governance” for more information.

Proposal 2: Approval of the adoption of the Second Amended and Restated 2019 Director Fee Plan

The proposal to adopt the Second Amended and Restated 2019 Director Fee Plan will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal, which we refer to as a “majority of votes cast.” If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Proposal 3: Ratification of 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

Shareholder ratification of the appointment of our independent registered public accounting firm is not required, but the Board of Directors is submitting the appointment of Ernst & Young LLP for ratification in order to obtain the views of our shareholders. This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal. If you submit a properly executed WHITE proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Because Barington has initiated a proxy contest, broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved. If, however, Barington does not provide a proxy card or voting instruction form to shareholders who hold their shares in street name, then Proposal 3 would be considered to be a routine matter, and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions. See “What is a broker non-vote?”

If the appointment of Ernst & Young LLP is not ratified, the selection of an alternative independent registered accounting firm will be considered by the Audit Committee; provided, further, however, even if the shareholders do ratify the selection of Ernst & Young LLP, the Audit Committee reserves the right, at any time, to designate and retain a different independent registered public accounting firm to audit the records of the Company for the year ended September 30, 2026.

Proposal 4: Advisory (non-binding) vote to approve the executive compensation of the Company’s named executive officers

The compensation of the Company’s named executive officers as described in this Proxy Statement will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal. If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Proposal 5: Approval of the adoption of the Amended and Restated Articles

Because this proposal has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the proposal to approve the adoption of the Amended and Restated Articles will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal, which we refer to as a “majority of votes cast.” If you vote

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“ABSTAIN” on this proposal via a properly executed proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Proposal 6: Approval of the amendment of the Articles of Incorporation to declassify the Board of Directors

Because this proposal has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the proposal to approve the amendment of the Articles of Incorporation to declassify the Board of Directors will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal, which we refer to as a “majority of votes cast.” If you vote “ABSTAIN” on this proposal via a properly executed proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Proposal 7: Approval of the amendment of the Articles of Incorporation to adopt a majority of votes cast standard in uncontested elections of directors

Because this proposal has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the proposal to approve the amendment of the Articles of Incorporation to adopt a majority of votes cast standard in uncontested elections of directors will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal, which we refer to as a “majority of votes cast.” If you vote “ABSTAIN” on this proposal via a properly executed proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Proposal 8: Approval of the amendment of the Articles of Incorporation to eliminate certain supermajority voting requirements

Because this proposal has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the proposal to approve the amendment of the Articles of Incorporation to eliminate certain supermajority voting requirements will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal, which we refer to as a “majority of votes cast.” If you vote “ABSTAIN” on this proposal via a properly executed proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

Abstentions will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as “votes cast” either in favor of or against a particular proposal. To the extent broker non-votes arise in the limited circumstances noted above, such broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as “votes cast” either in favor of or against a particular proposal.

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If you do not revoke a proxy given in favor of one or more of Barington’s nominees prior to the Annual Meeting and Barington abandons its solicitation or fails to comply with the requirements of SEC Rule 14a-19 or the Company’s bylaws (by, for example, failing to solicit the requisite number of holders of the Company’s outstanding Common Stock), proxies solicited for Barington’s nominees will not be counted for purposes of determining whether there is a quorum at the Annual Meeting and will not be considered to have been voted for the director nominee(s). The Board of Directors does NOT endorse the election of the Barington Nominees and urges you to vote “FOR” only the nominees recommended by the Board of Directors. You can best support the Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote ONLY “FOR” the Board of Directors’ recommended nominees and proposals and “WITHHOLD” on all other nominees in accordance with the Board of Directors’ recommendations. If you have previously signed a proxy card sent indicating a vote for the Barington Nominees, you may change your vote to vote ONLY for the Board of Directors’ recommended nominees by marking, signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting via the Internet or by telephone by following the instructions on your WHITE proxy card, and, in each case, voting only for the Board of Directors’ nominees.

A quorum of shareholders is necessary to hold a valid meeting. The holders of a majority of the shares entitled to be voted upon any proposal to be considered at the virtual Annual Meeting, present in person or by proxy, constitutes a quorum. At the close of business on [●], the Record Date, there were [●] shares of Common Stock outstanding. Thus, a total of [●] shares are entitled to vote at the Annual Meeting and holders of Common Stock representing at least [●] votes must be represented at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid legal proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you vote at the Annual Meeting. “Withhold” votes, abstentions and broker non-votes will be counted towards the quorum requirement. If the Annual Meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine but, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors.

Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk each has an interest in Proposal 1—Election of Directors, as each of Mr. Gebhardt, Ms. Richards, Mr. Schawk and Mr. Wlodarczyk is a nominee of the Board of Directors. Each of our directors, other than Alvaro Garcia-Tunon and Joseph C. Bartolacci has an interest in Proposal 2—Approval of the adoption of the Second Amended and Restated 2019 Director Fee Plan, as shares utilized for equity compensation for some of our directors are, or may be in the future, subject to this vote. Our executive officers have an interest in Proposal 4—Advisory (non-binding) vote to approve the executive compensation of the Company’s named executive officers, as compensation for some of our executive officers is subject to this vote.

The Company’s Fiscal Year 2025 Annual Report on Form 10-K accompanies this Proxy Statement. This document constitutes the Company’s Fiscal Year 2025 Annual Report to Shareholders, and is being mailed to all shareholders entitled to receive notice of and to vote at the Annual Meeting. Except as otherwise stated, the

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Fiscal Year 2025 Annual Report on Form 10-K is not incorporated into this Proxy Statement and should not be considered proxy solicitation material.

This Proxy Statement and the accompanying WHITE proxy card are being sent and made available to shareholders on or about [●]. A copy of the Company’s Annual Report for fiscal year 2025 will be mailed with this Proxy Statement and is available online at www.matw.com/investors/sec-filings.

Barington’s proxy statement is required to include certain information about the Barington Nominees, including information concerning material proceedings in which the Barington Nominees are adverse to the Company or have an interest adverse to the Company, biographical information, arrangements with the Barington Nominees pursuant to which they were selected as director nominees, transactions between the Company and the Barington Nominees, and information concerning the independence of the Barington Nominees. You may access Barington’s proxy solicitation materials and other relevant documents, without cost, via the SEC’s website at www.sec.gov. We are not responsible for the accuracy of any information provided by or relating to Barington or the Barington Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Barington or any other statements that Barington may otherwise make.

Results of the Annual Meeting will be disclosed in a Current Report on Form 8-K (the “Form 8-K”) that we will file with the SEC within four business days of the date of the Annual Meeting. In the event the results disclosed in the Form 8-K are preliminary, we will subsequently amend the Form 8-K to report the final voting results within four business days of the date that such results are known.

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BACKGROUND TO THE SOLICITATION

The Annual Meeting is the third meeting at which Barington has nominated director candidates. The Company entered into a settlement agreement with Barington following its nominations at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), which was extended through the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). Barington’s nominees were not elected in a vote at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).

2023 Annual Meeting and Settlement Agreement Term

On December 4, 2022, Barington submitted notice of its intent to nominate Mr. Mitarotonda and two other nominees for election to the Board of Directors at the 2023 Annual Meeting.

On December 30, 2022, the Company, Barington, and certain affiliates of Barington entered into an agreement (the “Settlement Agreement”) pursuant to which, among other things: (i) Barington irrevocably withdrew its nominations, (ii) the Company appointed Barington Companies Management, LLC (“BCM”) as a consultant to the Company to advise the Company from time to time with respect to the Company’s business, operations, strategic and financial matters, corporate governance, the composition of the Board and potential candidates for nomination to the Board, (iii) the Company agreed to meet with Mr. Mitarotonda at least four times during each period prior to the date on which notice of nominations for the next annual meeting of shareholders was due during the term of the Settlement Agreement, and (iv) the Company agreed to pay BCM a fee of $19,167 during each month of the term and reimburse BCM for the out-of-pocket costs and expenses of Mr. Mitarotonda to travel to any meetings with the Company. The Settlement Agreement also contained customary voting commitment, standstill, and non-disparagement provisions. The Settlement Agreement was extended by mutual agreement of the parties, ultimately expiring on November 2, 2024.

Over the term of the Settlement Agreement, the Board and management maintained an open dialogue with Mr. Mitarotonda and Barington, having no less than 25 meaningful interactions, including a presentation by Mr. Mitarotonda to the full Board. During this time, members of the Board and management engaged with Mr. Mitarotonda, and answered questions regarding the business.

2025 Annual Meeting

On October 31, 2024, following months of discussions that were already underway with respect to the Company’s portfolio of businesses, Matthews formally engaged J.P. Morgan Securities LLC to explore strategic alternatives for the Industrial Technologies segment.

On November 21, 2024, the Company announced in its fourth quarter 2024 earnings release that the Company had engaged J.P. Morgan to support the evaluation of strategic alternatives for the Industrial Technologies segment.

On November 27, 2024, Barington submitted to the Company notice of intent to nominate Mr. Mitarotonda, Mr. Galbato, and a third nominee for election to the Board at the 2025 Annual Meeting.

On January 7 and 8, 2025, the Company and Barington, respectively, filed definitive proxy statements with respect to the 2025 Annual Meeting.

On January 8, 2025, the Company announced that it had entered into an agreement to sell the SGK business to Propelis. The agreement provided that, upon closing, the Company would receive $350 million of total upfront consideration (including $50 million of preferred equity in the new company) and a 40% stake in Propelis common stock, allowing the Company’s shareholders to benefit from cost synergies and continued business growth. The Company announced that Propelis represented an enterprise value of $900 million and an adjusted EBITDA for the trailing twelve months of 9.0x.

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Between January 7, 2025 and the date of the 2025 Annual Meeting on February 20, 2025, the Company and Barington solicited stockholders through issuances of press releases, investor presentations, and other materials.

On February 14, 2025, the Company announced a set of governance enhancements in furtherance of its commitment to long-term shareholder value and responsiveness to institutional investor feedback: (i) a new Board Chairman would be appointed before the 2026 Annual Meeting and the current Board Chairman would retire at the 2026 Annual Meeting; (ii) the Board would appoint a new independent director with significant experience in batteries and EV technology solution to fill the seat vacated by Mr. Babe, who would retire concurrently with the new appointment rather than at the end of his term in 2026, and (iii) the Company would submit proposals at the 2026 Annual Meeting to (a) declassify the Board of Directors, (b) change the Company’s voting standard in uncontested elections to a majority voting standard, and (c) eliminate supermajority voting requirements for certain Amendments to the Articles of Incorporation.

On February 19, 2025, in fulfillment of one of the commitments made in the February 14, 2025 governance enhancements release, the Company announced the appointment of Thomas Gebhardt to the Board and the corresponding departure of Mr. Babe.

On February 20, 2025, the Company’s shareholders elected the entire slate nominated by the Board of Directors.

2026 Annual Meeting

On May 1, 2025, upon the closing of the SGK sale, the Company realized $350 million of total upfront consideration (including $50 million of preferred equity in the new company) and received a 40% stake in the common stock of Propelis, allowing the Company’s shareholders to benefit from cost synergies and continued business growth. Since the closing in May, 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.

Between May 6, 2025 and the date of this proxy statement, representatives of the Company and Barington have met virtually to discuss Barington’s views on the Company and their desire for Board representation, and Barington has sent the Company letters that have subsequently been publicly released.

On November 13, 2025, the Company announced 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. The total purchase price represents a compelling valuation multiple that is significantly accretive to Matthews’ current trading range. The Company also announced that the proceeds from the transaction would be used to reduce the Company’s debt toward the Company’s long-term net leverage ratio goal of 2.5x.

On November 19, 2025, the Company announced that the Board had unanimously elected Mr. Nauman as the next Board Chairman, effective following the 2026 Annual Meeting. This orderly transition in the role of Board Chairman fulfilled one of the Company’s commitments to governance enhancements made in connection with the 2025 Annual Meeting.

On December 4, 2025, Barington submitted to the Company notice of intent to nominate Mr. Mitarotonda, Mr. Galbato, and Sheila Hooda for election to the Board at the Annual Meeting.

On December 31, 2025, the Company announced that the Warehouse Automations sale had closed, resulting in $232.1 million in total consideration that will be used to significantly reduce outstanding debt.

On January 2, 2026, the Company filed this preliminary proxy statement. In fulfillment of the governance enhancement commitments made in connection with the 2025 Annual Meeting, this proxy statement includes proposals to amend the Articles of Incorporation to declassify the Board, add a majority voting standard, and remove supermajority vote requirements for certain amendments of the Articles of Incorporation.

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As of the date of this proxy statement, the Company’s strategic review process remains ongoing, and representatives of the Company continue to have discussions with Barington representatives about a possible constructive resolution of Barington’s proxy contest.

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GENERAL INFORMATION REGARDING CORPORATE GOVERNANCE

This section describes key corporate governance practices that we have adopted. We strive to maintain corporate governance policies and practices that reflect the Board’s commitment to provide oversight with a view to enhancing long-term shareholder value while balancing environmental stewardship, social responsibility and corporate governance with economic growth, including through corporate responsibility, sustainability, environmental policies, human rights policies and diversity and inclusion efforts.

Corporate Governance Practices

The Board has adopted Corporate Governance Guidelines to provide a framework for the conduct of the Board’s business and a common set of expectations as to how the Board should perform its functions, reflecting its proactive approach in applying leading governance practices to its structure. The Governance and Sustainability Committee is responsible for reviewing the Corporate Governance Guidelines on an annual basis and recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines may be viewed on our website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.” These Corporate Governance Guidelines, together with our Articles of Incorporation, Amended and Restated By-laws, and Code of Business Conduct and Ethics (the “Code of Conduct”), provide a framework for the conduct of the Board’s business, including the following practices:

Independent Chairperson of the Board

The Company’s policy as to whether the role of the Chief Executive Officer and Chairperson should be separate is to adopt the practice which best serves Matthews’ needs at any particular time following careful consideration by the Board. The Board has currently determined that an independent, non-employee member should be appointed to serve as Chairperson of the Board. The Board believes that separation of the positions of Chairperson of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as Chairperson of the Board, strengthens the Company’s corporate governance and enhances the Board’s ability to fulfill its oversight responsibilities. Our President and Chief Executive Officer, Mr. Bartolacci, and Chairperson of the Board, Mr. Garcia-Tunon, work closely in complementary roles. Mr. Bartolacci focuses on day-to-day operations of the Company, and he establishes and executes Matthews’ strategic plan. Mr. Garcia-Tunon leads the Board’s responsibilities for reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions, assessing major risks facing the Company and management, and overseeing succession planning, most notably at the Chief Executive Officer level. Mr. Garcia-Tunon presides over the Board and its Committees as they perform their broad and varied oversight functions. The Board believes that these complementary roles provide the appropriate governance structure for the Company at this time.

As previously announced on February 14, 2025, Mr. Garcia-Tunon will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Garcia-Tunon for his service on the Board of Directors and as Chairperson of the Board. Mr. Garcia-Tunon’s expertise and leadership have been invaluable to the Company during his tenure as a director and Chairperson of the Board. The Board intends to effect an orderly transition of the role of Chairperson of the Board and has appointed Mr. Nauman to serve as Chairperson of the Board immediately following Mr. Garcia-Tunon’s retirement from the Board. Mr. Nauman was first elected to the Board at the 2025 Annual Meeting of Shareholders.

Board Access to Management

As set forth in our Corporate Governance Guidelines, directors have full access to officers and key employees of the Company as needed to fulfill their oversight role. While the Board views this practice is essential, directors use their discretion to ensure that access is not disruptive to the business operations of the Company. To that end, management regularly attends each meeting of the Board and are encouraged to

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schedule presentations to provide additional insight into the items under discussion that may enhance directors’ understanding of key issues affecting the Company’s business and performance.

Director Nomination Matters and Board Refreshment

Except under certain circumstances as set forth in the Amended and Restated By-laws, no person is eligible for nomination as a director or be elected to fill a vacancy on the Board, after reaching 75 years of age. Further, any director that, if nominated, would attain 75 years of age during a term as a director must retire from the Board immediately prior to the next annual meeting of the shareholders.

Since October 2020, the Governance and Sustainability Committee and the Board have worked to refresh the Board of Directors and has retained a third-party national search firm to advise the Governance and Sustainability Committee with identifying and retaining such directors. As a guide, they have worked with management to develop a matrix for use in evaluating potential director candidates and assist in board succession planning. Such matrix includes a number of factors that the Governance and Sustainability Committee and the Board consider important for assessing the qualifications of potential nominees and current directors, utilizing a broad range of criteria, including, but not limited to, background, relevant industry expertise, tenure on the Board, diversity (including knowledge, experience, expertise, gender, race, ethnicity, sexual orientation, culture, thought and geography) and business acumen and experience. In October 2020, the Board appointed Lillian D. Etzkorn to serve as a member of the Board and in February 2023, the Board appointed Aleta W. Richards to serve as a director following a nationwide search conducted by a third-party firm. Further, in April 2024, the Board appointed Francis S. Wlodarczyk following a consulting period, during which Mr. Wlodarczyk demonstrated his extensive knowledge of global manufacturing industries, and in particular the automation industry, which the Board has identified as a growth opportunity for the Company. J. Michael Nauman was also nominated by the Board and elected at the 2025 Annual Meeting to serve as a director in the Class of 2028. Mr. Nauman was identified as a well-qualified candidate based on a nationwide search conducted by a third-party firm. In addition, the Board appointed Thomas A. Gebhardt to serve as a director following a broad search conducted by a third-party search firm to enhance the Board’s expertise with respect to industrial automation and battery expertise.

The Governance and Sustainability Committee and Board will consider any candidate for nominee as a director that is properly submitted by a shareholder in accordance with our Articles of Incorporation and Amended and Restated By-laws and does not maintain a policy with regard to such nominations distinct from such requirements. In addition, the Board has ensured that shareholders have ample opportunity to propose nominees for director seats pursuant to the Company’s governing documents.

Review of Corporate Governance Practices and Proposals to be Considered at the Annual Meeting

The Board of Directors continually reviews the Company’s corporate governance to ensure that it is aligned with best practices, shareholder value creation, and shareholder feedback. In discussions with shareholders in connection with the 2025 Annual Meeting of Shareholders, the Board identified certain areas of the Company’s corporate governance that could be enhanced. As announced on February 14, 2025, the Company is submitting the following governance enhancements to a vote of the shareholders at this Annual Meeting:

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The Board unanimously recommends that shareholders vote in favor of each of the foregoing enhancements, as described further in the section of this Proxy Statement relating to such proposal.

Policy Against Overboarding

Under the Corporate Governance Guidelines, it is expected that no director will participate on more than three public company boards or four boards in total, including private company boards, unless otherwise specifically approved by the Governance and Sustainability Committee. In addition, it is expected that no director who serves as an executive officer (other than executive chair) of any public company will participate on more than one external public company board. Any director who is considering accepting an invitation to join the board of directors of any other corporation (whether publicly or privately held) must notify the Chief Executive Officer and the Chair of the Governance and Sustainability Committee prior to accepting such invitation to enable the Governance and Sustainability Committee to determine whether there is an “interlocking relationship” or other conflict.

Director Education

The Company is committed to providing an initial orientation to board service with Matthews to new directors, followed by continuing updates covering such operational, financial, accounting and legal issues and environmental, social and corporate governance matters as may be appropriate given each Board member’s background, experience and education. As an ongoing aspect of their service, directors are encouraged to propose supplemental educational activities that they view appropriate, including visits to Company facilities, meetings with Company officers, and supplemental information affecting the Company or their role as a director. In addition, the Company regularly retains third party advisors to present to directors on various topics relevant to the business of Matthews, including emerging technologies, and pertinent to public company governance, as a whole. During 2025, such presentations included presentations on cybersecurity and artificial intelligence and a discussion of shareholder activism.

In addition, the Board employs a series of governance practices that it believes foster effective Board oversight and accountability to shareholders. These practices include:

Investor Engagement

We engage with investors and analysts through conference calls, broker conferences, one-on-one meetings, and non-deal roadshows throughout the year. We typically discuss our financial position, strategic priorities, business outlook, and other topics of importance to investors. We are committed to maintaining an active dialogue with investors to better understand their perspectives and consider their ideas as we continue to evolve our corporate governance and business practices, and public disclosures.

The security holders of the Company may communicate in writing to the Board of Directors by sending such communication to the Board or a particular director in care of Brian D. Walters, Executive Vice President,

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General Counsel & Corporate Secretary, at the Company’s principal executive offices. At present, such communications will be directly forwarded to the Board or such particular director, as applicable. The Board has authorized Mr. Walters, in his discretion, to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the Board.

Board of Directors

The Board of Directors is the ultimate governing body of the Company. As such, it functions within a framework of duties and requirements established by Pennsylvania statute, government regulations, court decisions and the Company’s organizational documents. Generally, the Board reviews and confirms the overarching objectives and broad policies of the Company, approves various important transactions, appoints the officers of the Company and monitors the Company’s performance in key results areas. The Board also has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The full Board regularly reviews enterprise-wide risk management, which includes risks in the areas of compliance, operations, strategy, reporting, treasury, enterprise value, and insurable risks. In addition, each Board committee plays a significant role in carrying out the risk oversight function. The executive committee of the Board (the “Executive Committee”) assists in monitoring and assessing relevant risks between the times at which the full Board convenes. The governance and sustainability committee of the Board (the “Governance and Sustainability Committee”) oversees risks related to corporate governance, ethics and environmental, social, and governance (“ESG”) considerations. The audit committee of the Board (the “Audit Committee”) oversees risks related to financial reporting and control; environmental and health matters; management policies and guidelines; legal claims and issues; anti-corruption and regulatory compliance; cybersecurity; and information technology. The finance committee of the Board (the “Finance Committee”) oversees the Company’s financial policies, strategies and capital structure. The compensation committee of the Board (the “Compensation Committee”) oversees risks related to human resources, succession planning and compensation. The Mergers and Acquisitions Review Committee of the Board (the “M&A Review Committee”) provides oversight of integration planning and implementation of the Company’s significant acquisitions on an as-needed basis.

Board Composition and Corporate Governance

The current Articles of Incorporation of the Company provide that the Board has authority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Subject to the adjustment described below, the Board has currently fixed the number of directors constituting the full Board at eleven. From time to time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements or other changes in the composition of the Board, may consider expanding or contracting the size of the Board.

Pursuant to the Company’s Articles of Incorporation, the Board is divided into three classes. The terms of office of the three classes of directors end in successive years. If the proposal to amend the Articles of Incorporation to declassify the Board of Directors (Proposal 6) is approved by the shareholders at the Annual Meeting, the Company will begin a process of declassifying the Board with directors being elected to one-year terms beginning at this Annual Meeting, subject to the approval of Proposal 6, and all directors being elected at each annual meeting beginning with the 2028 Annual Meeting of Shareholders.

Mr. Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting,

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and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved.

After reviewing the independence standards contained in the listing requirements for the Nasdaq Global Select Market, the Board of Directors has determined that each of its directors is independent under these standards, other than Joseph C. Bartolacci, the Company’s President and Chief Executive Officer.

The Company’s Corporate Governance Guidelines provide that an employee member must offer to submit his or her letter of resignation as a director upon his or her retirement or termination of employment, and if such offer is accepted, such employee member can remain on the Board for a period of no longer than one year following retirement from, or termination of, employment with the Company. Additionally, the Company’s Corporate Governance Guidelines provide that any director must offer to submit his or her letter of resignation as a director upon a change in principal occupation that differs from that which they were engaged and elected to the Board. The Board, with input from the Governance and Sustainability Committee and the Chief Executive Officer, will consider whether to accept such offer. Further, the Company’s Amended and Restated By-laws and Corporate Governance Guidelines provide that no person may be eligible for nomination, nor elected to fill a vacancy on the Board of Directors, after attaining seventy-five (75) years of age, and any director that, if nominated, would attain seventy-five (75) years of age during such term as a director, shall retire from the Board of Directors immediately prior to the next annual meeting of the shareholders following such director attaining seventy-five (75) years of age.

The Board of Directors has also implemented a director resignation policy under the Company’s Corporate Governance Guidelines. The director resignation policy requires each nominee to the Board of Directors, prior to any election of directors, to submit a conditional resignation to the Board of Directors in connection with such nominee’s nomination. In the event a nominee fails to receive the vote of at least a majority of the votes cast in an uncontested election, such director is required under the Company’s Corporate Governance Guidelines to conditionally resign from the Board, and the Governance and Sustainability Committee will make a recommendation to the Board whether to accept or reject the tendered conditional resignation. The Board of Directors must act on the tendered resignation, taking into account the Governance and Sustainability Committee’s recommendation, within ninety (90) days from the date of the certification of the election results. The Board shall promptly disclose its decision regarding the tendered resignation by furnishing a Current Report on Form 8-K to the U.S. Securities and Exchange Commission (the “SEC”), including its rationale for accepting or rejecting the tendered resignation. In making their recommendation and decision, the Governance and Sustainability Committee and Board may consider the following factors or other information that it considers appropriate and relevant: (i) the stated reasons, if any, why shareholders withheld their votes; (ii) possible alternatives for curing the underlying cause of the withheld votes; (iii) the director’s qualifications in light of the overall composition of the Board; (iv) the director’s past and expected future contributions to the Board and Company as a whole; (v) potential adverse consequences of accepting the resignation, including failure to comply with any applicable rule or regulation; and (vi) the best interests of the Company and its shareholders. If the Board accepts a director’s tendered resignation, the Board, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board, pursuant to the Amended and Restated By-laws of the Company. If a director’s resignation is not accepted by the Board, such director will continue to serve in accordance with existing Company regulations. Any director whose tendered resignation is being considered shall not participate in the deliberations conducted by the Governance and Sustainability Committee or the Board.

If the proposal to amend the Articles of Incorporation to adopt a majority of votes cast standard in uncontested elections of directors (Proposal 7) is approved by the shareholders at the Annual Meeting, in an election of directors that is not a contested election, a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. In such an election, abstentions and broker non-votes will not be considered votes cast.

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The Amended and Restated Articles will further provide that in a contested election of directors, nominees receiving the highest number of votes, up to the number of directors to be elected in such election, will be elected. The Amended and Restated Articles will further provide that any incumbent director who was a nominee in an election that is not a contested election and was not elected shall submit a conditional resignation to the Board of Directors that is subject to acceptance by the Board of Directors in accordance with the procedures set forth in the By-Laws of the Corporation or the policies or guidelines of the Board of Directors, including the resignation policy in the Corporate Governance Guidelines described above. Subject to the approval of Proposal 7 and filing of the Amended and Restated Articles, the Board intends to amend the Company’s Corporate Governance Guidelines to make confirming changes.

The Board has currently determined that an independent, non-employee member should be appointed to serve as Chairperson of the Board. The Board believes that separation of the positions of Chairperson of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as Chairperson of the Board, strengthens the Company’s corporate governance and enhances the Board’s ability to fulfill its oversight responsibilities. Alvaro Garcia-Tunon is the Company’s current independent, non-employee Chairperson of the Board. As previously announced on February 14, 2025, Mr. Garcia-Tunon will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Garcia-Tunon for his service on the Board of Directors and as Chairperson of the Board. Mr. Garcia-Tunon’s expertise and leadership have been invaluable to the Company during his tenure as a director and Chairperson of the Board. The Board intends to effect an orderly transition of the role of Chairperson of the Board and has appointed Mr. Nauman, who was first elected to the Board at the 2025 Annual Meeting of Shareholders, to serve as Chairperson of the Board, effective immediately following Mr. Garcia-Tunon’s retirement from the Board.

The Chairperson of the Board and the other independent directors meet at such times as are necessary and generally on the dates of regularly scheduled Board meetings. The independent directors met a total of six (6) times in fiscal 2025.

During fiscal 2025, there were six (6) regularly scheduled meetings and five (5) special meetings.

Board Committees

There are six (6) standing committees appointed by the Board: the Executive Committee, the Governance and Sustainability Committee, the Audit Committee, the Finance Committee, the Compensation Committee and the M&A Review Committee. Each Committee has the same power as the Board to employ the services of outside consultants and to have discussions and interviews with personnel of the Company and others.

The principal functions and respective memberships of the six standing Committees are summarized as follows:

Executive Committee

The Executive Committee is appointed by the Board to exercise all of the powers of the Board during periods between Board meetings, except that the Executive Committee may not elect directors, change the membership of or fill vacancies on the Executive Committee, change the Amended and Restated By-laws of the Company or exercise any authority specifically reserved by the Board. Among the functions customarily performed by the Executive Committee during periods between Board meetings are the approval, within limitations previously established by the Board, of the principal terms involved in sales of securities of the Company, and such reviews as may be necessary of significant developments in major events and litigation involving the Company. In addition, the Executive Committee is called upon periodically to provide advice and counsel in the formulation of corporate policy changes and, where it deems advisable, make recommendations to the Board.

The members of the Executive Committee are currently Alvaro Garcia-Tunon (Chairperson), Katherine E. Dietze, Terry L. Dunlap, Lillian D. Etzkorn, Morgan K. O’Brien and Francis S. Wlodarczyk. The Executive Committee holds meetings at such times as are required. The Executive Committee did not meet in fiscal 2025.

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Governance and Sustainability Committee

The principal functions of the Governance and Sustainability Committee are, among other things, to: (1) identify individuals qualified to become members of the Board of Directors; (2) review the qualifications of directors and the composition of the Board of Directors, and recommend to the Board of Directors the director nominees for the next annual meeting of the shareholders; (3) maintain, monitor and recommend to the Board of Directors changes to the Company’s Corporate Governance Guidelines, as necessary; (4) lead the Board of Directors in complying with its Corporate Governance Guidelines; (5) review and make recommendations to the Board of Directors concerning director compensation; and (6) review any related matters required by the federal securities laws or The Nasdaq Stock Market LLC (“Nasdaq”). The Governance and Sustainability Committee is also responsible for the annual evaluations of the performance of the Board of Directors and the Committees of the Board, including individual directors. The Committee is committed to ensuring that: (i) the nominees for membership on the Board of Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company, and (ii) the governance of the Company is in full compliance with applicable law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of the business and operations of the Company. In addition, the Governance and Sustainability Committee oversees, in conjunction with the Audit Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. From time to time, the Governance and Sustainability Committee has retained the services of a third-party search firm to assist in the identification and evaluation of potential nominees for the Board of Directors. The Governance and Sustainability Committee operates pursuant to a charter and the Company’s Corporate Governance Guidelines, which are available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.” The Board has determined that all members of the Governance and Sustainability Committee are independent in accordance with the listing rules adopted by Nasdaq. The Governance and Sustainability Committee met seven (7) times during fiscal 2025. The current members of the Governance and Sustainability Committee are Katherine E. Dietze (Chairperson), Thomas A. Gebhardt, Morgan K. O’Brien and Aleta W. Richards.

Audit Committee

The principal functions of the Audit Committee are to provide oversight of: (1) the integrity of the Company’s financial statements, reports on internal controls and other of the Company’s financial information; (2) the Company’s compliance with legal and regulatory requirements; (3) the qualifications and independence of the Company’s independent registered public accounting firm; (4) enterprise risk, including cybersecurity programs; and (5) the performance of the Company’s internal audit function (including disclosure controls and procedures for internal controls over financial reporting) and independent registered public accounting firm. The Committee is also responsible for the oversight of the Company’s environmental, health, and safety programs. The Audit Committee serves as a vehicle to provide an open avenue of communication between the full Board and the Company’s financial management team and internal audit department, and the independent registered public accounting firm. The Audit Committee is also responsible for appointing the Company’s independent registered public accounting firm and oversees, in conjunction with the Governance and Sustainability Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Audit Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.”

All of the Audit Committee members, Lillian D. Etzkorn (Chairperson), Thomas A. Gebhardt, J. Michael Nauman, Aleta W. Richards, and Francis S. Wlodarczyk have been determined in the Board’s judgment to be independent from the Company and its management within the meaning of regulations of the SEC relating to audit committee independence, Nasdaq regulations and the Company’s Corporate Governance Guidelines. All of the Audit Committee members meet the qualifications of “audit committee financial expert,” as determined by

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the Board pursuant to SEC regulations; however, Ms. Etzkorn has been designated as the Audit Committee financial expert. During fiscal 2025, the Audit Committee met six (6) times.

Finance Committee

The Finance Committee provides oversight of the Company’s financial policies, strategies and capital structure. The Committee’s principal responsibilities include, among others, reviewing and monitoring of the Company’s: (1) significant capital expenditures; (2) mergers, acquisitions, divestitures, and investments; (3) capital structure, debt and equity offerings; (4) dividend policy and share repurchase program; (5) risk management strategies for commodity, interest rate, foreign exchange and other financial exposures; and (6) investor relations program. The Committee also provides oversight of employee retirement benefit plan matters and related plan investment management. Morgan K. O’Brien is Chairperson of the Finance Committee. The other members of the Finance Committee are Terry L. Dunlap, David A. Schawk and Lillian D. Etzkorn. The Finance Committee met four (4) times in fiscal 2025.

Compensation Committee

The principal functions of the Compensation Committee, the members of which are Francis S. Wlodarczyk (Chairperson), Katherine E. Dietze, J. Michael Nauman and Morgan K. O’Brien, are to review periodically the suitability of the remuneration arrangements (including benefits) for the Company’s Chief Executive Officer and other members of management of the Company, and to prepare an annual report on executive compensation for inclusion in the Company’s proxy statement for its annual meeting of shareholders. The Compensation Committee also reviews, at least annually, succession plans for the position of Chief Executive Officer and other senior executive positions of the Company. The Committee also addresses matters related to the Company’s human capital management. The Compensation Committee is also responsible for administering the Company’s “clawback” policy, as in effect from time to time. In addition, the Compensation Committee oversees, in conjunction with the Audit Committee and the Governance and Sustainability Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Compensation Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance.” Pursuant to its charter, the Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more of its members. In addition, the Compensation Committee may delegate to Company officers or a committee of employees any of its responsibilities with respect to non-equity based plans.

The Board has determined that all members of the Compensation Committee are independent in accordance with the listing rules adopted by Nasdaq. During fiscal 2025, the Compensation Committee met three (3) times.

M&A Review Committee

The M&A Review Committee provides oversight, on an as-needed basis, of integration planning and implementation for the Company’s significant acquisitions. The members of the M&A Review Committee are Terry L. Dunlap (Chairperson), Joseph Bartolacci, and David A. Schawk. The Committee met four (4) times in fiscal 2025.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Francis S. Wlodarczyk (Chairperson), Katherine E. Dietze, J. Michael Nauman and Morgan K. O’Brien. None of the members of the Compensation Committee have ever been an officer or employee of the Company or any of its subsidiaries. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

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Board Diversity Matrix

The Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background and professional experience in evaluating board candidates in order to provide practical insights and diverse perspectives.

Immediately following the Annual Meeting, if all of the Board’s nominees to the Board of Directors are elected and the size of the Board is reduced to ten directors, the following table would show an overview of the diversity of the Company’s ten directors following the Annual Meeting:

The following table provides an overview of the diversity of the Company’s eleven directors as of the mailing of this Proxy Statement, on or about [●].

Meeting Attendance

During fiscal 2025, all then-serving directors attended at least 75% of Board and respective Committee meetings.

Although the Company does not have a formal policy with regard to Board members attending the Annual Meeting of the Shareholders, it is customary for the Board members to do so, and, in general, all or most of the Board members have attended annual meetings in the recent past.

Compensation of Directors

Director compensation is determined and administered by the Governance and Sustainability Committee. In performing its duties, the Governance and Sustainability Committee consults with various independent third-party advisors. In fiscal 2025, the Governance and Sustainability Committee consulted with Pay Governance, LLC, an independent executive compensation consulting firm.

Under the Company’s Amended and Restated 2019 Director Fee Plan, for fiscal 2025, each eligible non-employee director that served on the Board for the entire fiscal year received an annual retainer valued at $90,000, which was payable either in cash or in shares of the Company’s Common Stock, as determined by the Governance and Sustainability Committee. If payable in cash, a director may elect to receive the annual retainer in (a) shares of Common Stock or (b) Common Stock credited to a deferred stock account as phantom stock. If the annual retainer is paid in shares of Common Stock, a director may defer the receipt of such Common Stock into a deferred stock account as phantom stock.

Each non-employee director is also eligible to receive an annual stock-based grant in the form of either non-statutory stock options, stock appreciation rights, restricted shares or restricted share units (“RSUs”). The form and value of the awards are determined by the Governance and Sustainability Committee. The value of the annual grants awarded for fiscal 2025 was $140,000, issued in the form of RSUs, which vest on the second anniversary of the date of the grant.

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The non-employee Chairperson of the Board received an additional annual retainer fee of $120,000 in fiscal 2025, which was paid in cash. In fiscal 2025, each chairperson of a committee of the Board received an additional $10,000 retainer fee ($17,500 in the case of the Audit Committee chairperson; $12,500 in the case of the Compensation Committee chairperson) for their services as a committee chairperson. In addition, in fiscal 2025, Mr. Dunlap and Mr. Schawk, the non-employee members of the M&A Review Committee, received $1,500 per day of service on the M&A Review Committee. Prior to his retirement, Mr. Whitaker was a member of the M&A Review Committee and was entitled to receive $1,500 for each day of service on such committee. As of January 2025, the Company has discontinued the payment of fees to in connection with service on the M&A Review Committee. Other than this daily fee with respect to the M&A Review Committee, directors receive no other meeting fees.

The Company does not provide any retirement benefits or perquisites to any of its non-employee directors.

The following table summarizes the director compensation earned by the non-employee directors of the Company who served during fiscal 2025.

Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025

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Access to Directors

The security holders of the Company may communicate in writing to the Board of Directors by sending such communication to the Board or a particular director in care of Brian D. Walters, Executive Vice President, General Counsel & Corporate Secretary, at the Company’s principal executive offices. Such communications will be directly forwarded to the Board or such particular director, as applicable. The Board has authorized Mr. Walters, in his discretion, to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the Board.

Environmental, Social, and Governance: Sustainability Matters

Sustainability is a core part of the Company’s business – from the products the Company creates to how the Company impacts the communities in which the Company’s employees live and work. Matthews’ commitment to sustainability is framed through the three pillars of ESG and is closely aligned with the Company’s long-term strategy, operational resiliency, and shareholder value creation.

The Company takes a multifaceted approach by embedding ESG principles directly into its business strategy, ensuring that sustainability remains integral to the Company’s operations and long-term vision. As a global company, Matthews tracks its ESG performance through recognized ratings and benchmarking systems, including assessments such as ISS ESG ratings, to ensure transparency, align with stakeholder expectations, and identify opportunities for continuous improvement. Matthews actively invests in ESG initiatives to assess and enhance environmental performance, strengthen employee engagement, and uphold robust governance practices. These efforts include promoting awareness, supporting learning and development, and advancing key priorities such as health and safety, diversity and inclusion, and community engagement.

Matthews’ ESG priorities are informed by stakeholder expectations, customer requirements, internal risk assessments, and evolving regulatory developments. Supporting this work is the ESG global steering committee charged with strategic oversight and prioritizing related initiatives, and for reporting progress to the Board twice annually. Through this comprehensive approach, Matthews ensures sustainability drives both business success and meaningful change.

Matthews’ ESG initiatives focus on the following areas:

Environmental:

Social:

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Governance:

Board Oversight on Sustainability Matters

The Board assumes the highest level of sustainability oversight. Matthews’ various ESG and sustainability initiatives are supported by the Audit Committee, Governance and Sustainability Committee, and Compensation Committee. The Board, either directly or through the committees, meets with staff from the Company’s EHS, D&I, and Sustainability groups on a regular schedule to discuss policies and practices with respect to employee health and safety programs and to determine the adequacy of the Company’s compliance with governmental, environment, safety, health, and sustainability regulations.

This structure ensures the Board remains informed on sustainability matters, emerging risks, and the Company’s progress toward its ESG-related objectives.

Additional Information on ESG Initiatives

For more information on the Company’s ESG initiatives, please refer to the ESG resources available on the Company’s website at https://www.matw.com/investors/esg/resources. The contents of the Company’s website are not incorporated by reference into this Proxy Statement.

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PROPOSAL 1

ELECTION OF DIRECTORS

Board Composition and Director Nominations

The Articles of Incorporation of the Company provide that the Board of Directors has authority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Subject to the adjustment described below, the Board has currently fixed the number of directors constituting the full Board at eleven. From time to time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements or other changes in the composition of the Board, may consider expanding or contracting the size of the Board.

Pursuant to the Company’s Articles of Incorporation, the Board of Directors is divided into three classes. The terms of office of the three classes of directors end in successive years. If Proposal 6 is approved by the shareholders at the Annual Meeting, the Company will, upon filing the Amended and Restated Articles with the Pennsylvania Department of State, begin a process of declassifying the Board. This process is expected to be completed by the 2028 Annual Meeting of Shareholders, at which time the Amended and Restated Articles all directors will be subject to election at each Annual Meeting of Shareholders.

Mr. Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting, and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved.

Nominations for election to the Board of Directors may be made by the Governance and Sustainability Committee or by the shareholders pursuant to the provisions set forth in the Company’s Articles of Incorporation and Amended and Restated By-laws.

Nominees for Director

As described under “—The Board’s Process for Selecting Director Nominees and Filling Vacancies” below, in considering candidates for election to the Board, the Governance and Sustainability Committee and the Board assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications to candidates, which are expected to:

After consideration of the foregoing, the Board of Directors unanimously nominated each of Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk for election to the Board to serve for a one-year term that will end in 2027 and until their successors are elected and qualified, subject to the approval of the proposal to amend the Articles of Incorporation to declassify the Board of Directors (Proposal 6) at the

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Annual Meeting and the filing of the Amended and Restated Articles with the Pennsylvania Department of State. If such conditions are not satisfied, the nominees will be elected to three-year terms that will end in 2029 and until their successors are elected and qualified.

Barington has provided notice of its intent to nominate Chan W. Galbato, Sheila Hooda and James A. Mitarotonda for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors.

As a result of Barington notifying the Company of its intent to nominate candidates for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors, assuming such nominees are in fact proposed for election at the Annual Meeting and such nominations have not been withdrawn by Barington, the election of directors will be considered a contested election pursuant to Section 14 of the Exchange Act and, as provided under Section 1758(b)(2) of the PBCL, directors will be elected on a plurality basis. This means that the four (4) director nominees receiving the greatest number of votes cast “FOR” their election will be elected. “WITHHOLD” votes and any broker non-votes will be counted for purposes of determining if there is a quorum at the Annual Meeting for this vote but will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).

The Board of Directors does not endorse the Barington Nominees and unanimously recommends that you vote “FOR” the election of the Board of Directors’ nominees, Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk, each of whom is highly qualified, and “WITHHOLD” on the Barington Nominees on the WHITE proxy card. The Board strongly urges you to discard and NOT to vote using any proxy card that may be sent to you by Barington. If you have already voted using a proxy card sent to you by Barington, you have every right to change it and we strongly urge you to revoke that proxy by voting in favor of the Board of Directors’ nominees by using the WHITE proxy card to vote by Internet or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted-any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Georgeson, at (888) 755-7097.

In the event that Barington withdraws its nominees, abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of the Barington Nominees will be disregarded and not be counted, whether such vote is provided on the Company’s WHITE proxy card or Barington’s proxy card, and shareholders can still sign and date a later submitted WHITE proxy card.

Although the Company is required to include all nominees for election on its universal proxy card, for additional information regarding the Barington Nominees and any other related information, please refer to Barington’s proxy statement. You may receive solicitation materials from Barington, including proxy statements and proxy cards. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Barington or its nominees contained in solicitation materials filed or disseminated by or on behalf of Barington or any other statements Barington may make. Shareholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov).

If you are a registered holder and submit a validly executed WHITE proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the four nominees proposed by the Board and named in this Proxy Statement and “WITHHOLD” on the Barington Nominees. If you are a registered holder and you vote “FOR” more than four nominees on your WHITE proxy card, your votes on the election of directors will be invalidated and not counted.

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Each nominee nominated or recommended by the Board has consented to being named in a proxy statement for the Annual Meeting and to serve as a director if elected. If any of the nominees nominated or recommended by the Board become unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee or reduce the number of directors. In that event the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board. If any substitute nominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as a director if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC. At this time, the Board knows of no reason why any of the four nominees nominated or recommended by the Board would not be able to serve as a director if elected.

If you are a beneficial holder and properly mark, sign and return your WHITE voting instruction form or complete your proxy via Internet, your shares will be voted as you direct your bank or broker. However, if you sign and return your WHITE voting instruction form but do not specify how you want your shares voted with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the four nominees proposed by the Board of Directors and named in this Proxy Statement and “WITHHOLD” on the Barington Nominees. If you are a beneficial holder and you vote “FOR” more than four nominees on your WHITE voting instruction form, your votes on the election of directors will be invalidated and not counted. In addition, depending on the bank or broker through which you hold your shares, your votes on all the other proposals may also be invalidated and not counted. Please carefully review the instructions provided by your bank or broker. It is therefore important that you provide specific instructions to your broker or bank regarding the election of directors so that your vote with respect to this item is counted.

The Board’s Process for Selecting Director Nominees and Filling Vacancies

The Company’s process for identifying and evaluating director nominees and filling director vacancies includes determination of the professional skills and background desired to serve the best interests and current needs of the Company and its shareholders, possible retention of a third-party search firm to assist in the identification and evaluation of director candidates, consideration of candidates nominated by shareholders (if any), evaluation of a candidate’s credentials and experience by the Governance and Sustainability Committee (including personal interviews with selected candidates), and a formal recommendation by the Governance and Sustainability Committee to the Board of Directors regarding the candidate considered to be the most qualified to be nominated for election to the Board or to fill the director vacancy.

The Governance and Sustainability Committee assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications: candidates are to be of the highest ethical character; share the values of the Company; have reputations, both personal and professional, consistent with the image and reputation of the Company; be highly accomplished in their respective field, with superior credentials and recognition; and provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. The Board may prioritize the foregoing criteria depending on the current needs of the Board and the Company. The Board does not have a formal diversity policy for selecting directors but considers diversity of race, gender and national origin to be relevant factors that are weighed with other criteria in recommending and nominating directors for election to the Board of Directors of Matthews.

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Information About Current Directors Standing for Re-Election

The table below sets forth, as of the date of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election:

^A – Member of the Audit Committee as of the date of this Proxy Statement

^C – Member and Chairperson of the Compensation Committee as of the date of this Proxy Statement

^E – Member of the Executive Committee as of the date of this Proxy Statement

^F – Member of the Finance Committee as of the date of this Proxy Statement

^G – Member of the Governance and Sustainability Committee as of the date of this Proxy Statement

^M – Member of the M&A Review Committee as of the date of this Proxy Statement

Additional Information About Current Directors and Board Nominees

The paragraphs below provide further information about each Board Nominee, each of whom has been nominated for election at the Annual Meeting by the Board, and each current director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies for which he or she currently serves as a director or served as a director during the past five years. We believe that all of our directors and director nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board and its committees; a fit of skills and personality with those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each director and nominee for director also sets forth specific experience, qualifications, attributes and skills that led the Board to the conclusion that he or she should serve as a director in light of our business and structure.

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The Board’s Nominees

Thomas A. Gebhardt, age 65, was appointed to the Board of Directors in February 2025. Most recently, Mr. Gebhardt served as the Interim Chief Executive Officer of Imprint Energy, Inc., a printable battery start-up company, from May 2022 until its acquisition by CCL Design in August 2023. Mr. Gebhardt also served as a director of Imprint Energy, Inc. from March 2022 until the closing of its acquisition. Prior to that time, Mr. Gebhardt served as the Operating Partner, Automotive and Chief Executive Officer, of Filtran LLC of Madison Industries, a private holding company with diversified holdings, from August 2019 until June 2021. Mr. Gebhardt also worked for Panasonic Corporation, a comprehensive electronics manufacturer, in a variety of roles over 34 years, including Chairman and Chief Executive Officer, North America from 2017-2019, where he led a $13 billion enterprise comprising diverse high-tech and industrial businesses. At Panasonic, he also served as President and Chief Operating Officer, Automotive Systems, Americas from 2011-2017, and President Industrial Group, America from 2009-2011. Mr. Gebhardt has also previously held roles at Duracell, a leader in the primary battery market in North America, and OHM Electronic, an electronic component distribution company. Mr. Gebhardt serves as chair of the boards of Cedar Electronics, a holding company for numerous automotive and communication brands, including the Escort radar and Noveon Magnetics Inc., a manufacturer of magnetic materials, products, and systems. He received a Bachelor of Science degree in Marketing from Northern Illinois University.

The Board believes that Mr. Gebhardt is well-qualified to serve on the Board due to his experience and knowledge in diverse high-tech and industrial businesses.

Aleta W. Richards, age 60, was appointed to the Board of Directors in February 2023. Dr. Richards was appointed President of Crane Currency, located in Alpharetta, Georgia, in October 2024. In this position, she leads the global business, which provides security features, paper and printed banknotes into the global currency industry. Prior to this role, from July 2021 to September 2024, Dr. Richards was the Executive Vice President, Global Head of Specialty Films for Covestro Deutschland AG located in Dormagen, Germany, leading the specialty films business with full income statement responsibility. She also served as the Senior Vice President sales and market development – Coatings, Adhesives and Specialties North America from February 2018 to June 2021 and Vice President, Regional Product Management for APAC, polycarbonates (located in Shanghai, China) and Vice President Regional Product Management for NAFTA, polycarbonates from July 2014 to January 2018. She also held several executive positions with Bayer Corporation including Vice President of HR Services, Vice President of Global Key Accounts and Strategic Marketing for Coatings, as well as a number of other key management and professional positions. Dr. Richards also served as a director on the board of Crime Science Technology, a European company that develops and markets security features for identity documents and banknotes. Dr. Richards has a Bachelor of Science degree in Business from the University of Pittsburgh, an MBA from the Katz School, University of Pittsburgh and a Doctor of Business Administration from the Ross School of Business, Georgia State University.

The Board believes that Dr. Richards is well-qualified to serve on the Board with her strong background and expertise in international business, marketing, sales, strategy as well as human resources and people management.

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David A. Schawk, age 69, has served on the Board of Directors of the Company since the Company’s acquisition of Schawk Inc. (“Schawk”) in July 2014. Effective November 2019, Mr. Schawk retired from his role as Group President, SGK Brand Solutions and as an officer of the Company, which he held from July 2014. Mr. Schawk previously served as Schawk’s Chief Executive Officer since 1992, and Chief Executive Officer and President for more than five years prior thereto. He also served on the Schawk board of directors since 1992. Mr. Schawk received a Bachelor of Arts degree in International Business Relations from DePaul University.

The Board believes that Mr. Schawk is well-qualified to serve on the Board based on his experience as a Chief Executive Officer and director of a multinational brand development and brand management company.

Francis S. Wlodarczyk, age 60, was appointed to the Board of Directors in April 2024. Mr. Wlodarczyk retired as Senior Vice President, Intelligent Devices, Rockwell Automation, in January 2023. In this role, he led a multi-billion dollar global business, responsible for strategic direction, growth, and profitability. Throughout his tenure at Rockwell Automation, Mr. Wlodarczyk served in multiple senior leadership positions in the U.S. and Europe, including roles in general management, strategy development, sales, business development and engineering. Mr. Wlodarczyk brings 35 years of experience in industrial automation working with global and regional manufacturers in many industries, including automotive, material handling, packaging and consumer products. Mr. Wlodarczyk holds a Bachelor of Science degree in electrical engineering from Pennsylvania State University.

The Board believes that Mr. Wlodarczyk is well-qualified to serve on the Board due to his experience and knowledge in many global manufacturing industries, and in particular, automation.

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Continuing Directors

Joseph C. Bartolacci, age 65, was appointed President and Chief Executive Officer of the Company in 2006, and has served on the Board of Directors since 2005. Prior to his appointment as Chief Executive Officer, he was President and Chief Operating Officer of the Company since 2005. Prior thereto, he held various positions within Matthews, including President, Casket Division; Executive Vice President of Matthews; President, Matthews Europe; President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews) and General Counsel of Matthews. He also serves on the boards of various subsidiaries of Matthews. Other than the Company, Mr. Bartolacci serves on the board of Federated Hermes, a publicly traded global investment management company. Mr. Bartolacci received a Bachelor of Science degree in Accounting from Saint Vincent College and a Juris Doctor from the University of Pittsburgh.

The Board believes that Mr. Bartolacci is well-qualified to serve on the Board based on his first-hand operating experience in many of the Company’s diverse global businesses and that he brings a well-developed understanding of the industries in which the Company operates, as well as the opportunities within those industries to drive shareholder value. In addition, he provides management’s perspective in Board decisions about the business and strategic direction of the Company.

Katherine E. Dietze, age 68, has served on the Board of Directors of the Company since July 2008. Ms. Dietze was Global Chief Operating Officer, Investment Banking Division of Credit Suisse First Boston, a financial services company, until her retirement in 2005. She had also held the position of Managing Director, Investment Banking. Prior to joining Credit Suisse First Boston, Ms. Dietze was a Managing Director for Salomon Brothers Inc., a financial services company. Ms. Dietze was a corporate director for Cowen Group, Inc., from October 2009 until the sale of Cowen in March 2023 to Toronto-Dominion Bank. She previously served on the board of directors of LaBranche, LLC, a financial services firm purchased by the Cowen Group in June 2011. Ms. Dietze served as a trustee on the Liberty Property Trust board from January 2011 to March 2020. Ms. Dietze received a Bachelor of Arts degree from Brown University and graduated from Columbia University with a Master’s in Business Administration in Finance and Marketing.

The Board believes that Ms. Dietze is well-qualified to serve on the Board in light of her background in strong background in global investment and financial matters, which allows Ms. Dietze to provide a unique and valuable perspective on global financial markets, investments and financial transactions.

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Terry L. Dunlap, age 66, has served on the Board of Directors since February 2015. Mr. Dunlap currently serves as the principal of Sweetwater LLC, a consulting firm with a focus on manufacturing. Mr. Dunlap served as the Interim Chief Executive Officer and President of TimkenSteel Corporation, a specialty steel producer, from October 2019 to December 2020. Prior thereto, Mr. Dunlap spent 31 years with Allegheny Technologies, where he served as Executive Vice President, Flat-Rolled Products from May 2011 until his retirement in December 2014; President, ATI Allegheny Ludlum from 2002 to 2014; and Group President, ATI Flat-Rolled Products from 2008 to May 2011. Mr. Dunlap previously served on the board of directors of United States Steel Corporation, a global integrated mining and carbon steel producer, from February 2022 to July 2025, a director of TimkenSteel Corporation from August 2015 to December 2021, and as a director of Ampco-Pittsburgh Corporation, a global producer of forged and cast engineered products, from May 2019 to May 2022. Mr. Dunlap received a Bachelor of Science degree in Marketing from Indiana University of Pennsylvania and attended the Loyola University of Chicago MBA program.

The Board believes that Mr. Dunlap is well-qualified to serve on the Board due to his experience and knowledge in the global manufacturing industry.

Lillian D. Etzkorn, age 56, was appointed to the Board of Directors in October 2020. Since April 2023, Ms. Etzkorn has served as the Executive Vice President & Chief Financial Officer of LCI Industries (NYSE: LCII) (“Lippert”). Lippert supplies highly engineered components for leading original equipment manufacturers in the recreation and transportation product markets, and the related aftermarkets of those industries. Prior to joining Lippert, she was the Chief Financial Officer at Covia, a $1+ billion industrial minerals mining and processing company, from October 2021 to August 2022. She also served as CFO at Shiloh Industries from July 2018 to October 2021. Prior to that, she served as CFO at CPI Card Group and was the Vice President, Treasurer at Dana Holding Company from September 2011 to January 2017. Ms. Etzkorn began her career at Ford Motor Company where she had increasing levels of responsibility over 19 years, including leading Investor Relations. She holds a Bachelor of Arts degree in Business Administration and Marketing from Eastern Michigan University and an MBA from the University of Michigan.

The Board believes that Ms. Etzkorn is well-qualified to serve on the Board due to her strong leadership skills and financial acumen.

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J. Michael Nauman, age 63, has served has served on the Board of Directors since February 2025. He served as the President and Chief Executive Officer, and as a member of the board of directors of Brady Corporation, an international manufacturer of solutions that identify and protect people, products and places, from August 2014 until April 2022. Prior to joining Brady Corporation, Mr. Nauman held various roles over a 20 year period at Molex Incorporated, a global electronics leader and connectivity innovator, where he led global businesses in the automotive, data communications, industrial, medical, military/aerospace, and mobile sectors. In 2007, he became a Senior Vice President for Molex Incorporated, leading its Global Integrated Products Division, and was named Executive Vice President in 2009. Prior to joining Molex Incorporated in 1994, Mr. Nauman was a tax accountant and auditor with Arthur Andersen and then Controller and President with Ohio Associated Enterprises, Inc. He currently serves as a director of the Commercial Vehicle Group, Inc., a diversified industrial products and services company, since July 2021. He served as the interim CEO of the Museum of Discovery in Little Rock, Arkansas, where he remains a board member, the Treasurer of the Board of the Anthony School in Little Rock, Arkansas, and he serves on the board of the Natural State Council of Scouting America. Mr. Nauman is a Certified Public Accountant and a Chartered Global Management Accountant. He holds a Bachelor of Science degree from Case Western Reserve University.

The Board believes that Mr. Nauman is well-qualified to serve on the Board because he brings to the Company more than 35 years of experience in commercial and operational leadership, strategy development, restructuring, and mergers and acquisitions.

Morgan K. O’Brien, age 65, has served on the Board of Directors since July 2011. Mr. O’Brien currently serves as President and CEO of Hope Utilities, Inc., a holding company that owns natural gas and water distribution utilities across nine states, a position he has held since December 2021. Mr. O’Brien served as the President and Chief Executive Officer of Peoples Natural Gas Company LLC, a utility serving the southwestern Pennsylvania market, from February 2010 until March 2020. Prior thereto, Mr. O’Brien served as President and Chief Executive Officer of Duquesne Light Holdings, an electric utility company serving western Pennsylvania, beginning in 2001. He held various senior executive positions at Duquesne Light Holdings beginning in 1991. Prior to joining Duquesne Light Holdings, Mr. O’Brien served in various management positions at PNC Bank and at major accounting firms. Mr. O’Brien serves on the board of trustees of Robert Morris University. He also serves on the boards of several civic and charitable organizations in Western Pennsylvania. Mr. O’Brien received a Bachelor’s degree in Business Administration and a Master’s degree in taxation from Robert Morris University.

The Board believes that Mr. O’Brien is well-qualified to serve on the Board due to his experience as a Chief Executive Officer with more than 10 years’ experience in that role. As such, he brings significant leadership skills to the Board of Directors. With his experience in the areas of accounting and taxation, he also provides the Board with strong financial skills.

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Retiring Director

Alvaro Garcia-Tunon, age 73, has served on the Board of Directors since October 2009. Mr. Garcia-Tunon retired as the Chief Financial Officer of Wabtec Corporation, a provider of products and services for the global rail industry, effective January 2014. He continued to work with Wabtec as a strategic advisor through December 2017. Mr. Garcia-Tunon was named Executive Vice President and Chief Financial Officer for Wabtec in February 2012. Prior to that, he was Executive Vice President, Chief Financial Officer and Secretary of Wabtec since December 2010. Prior thereto, he served as Senior Vice President, Chief Financial Officer and Secretary of Wabtec since 2003. Mr. Garcia-Tunon previously served as a director of Allison Transmission Holdings, Inc. (NYSE: ALSN), a global provider of commercial duty automatic transmissions and hybrid propulsion system, from January 2016 until his retirement from its board of directors in August 2022 and as a director of MSA Safety Incorporated (NYSE: MSA), a global leader in advanced safety products, technologies and solutions, from December 2012 until his retirement in May 2019. Mr. Garcia-Tunon graduated from the College of William and Mary with a Juris Doctor degree and is a graduate of the University of Virginia with a Bachelor of Science degree in Commerce and Accounting.

As previously announced on February 14, 2025, Mr. Garcia-Tunon will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Garcia-Tunon for his service on the Board of Directors and as Chairperson of the Board. The Board believes that during his tenure, Mr. Garcia-Tunon has been well-qualified to serve on the Board due to his experience as the Chief Financial Officer of a public company with global operations, and his leadership skills in international business, corporate governance and risk management. As a Certified Public Accountant, he also has provided the Board with strong financial and accounting skills.

Skills and Experience of Current Directors and Director Nominees

We believe that the Company’s current directors and director nominees represent a diverse mix of skills, experiences and viewpoints that are relevant to facilitating effective oversight. To illustrate the complementary nature of the skills and experience of each of our current directors and director nominees, the following table identifies primary skills and experiences that they bring to the Board. The table does not reflect all of the skills, experiences or qualifications that each of our current directors and director nominees offer, and even though a particular skill, experience or qualification is not listed, they may yet possess such skill, experience or qualification.

Current Directors and the Board of Directors’ Nominees

J.C. Bartolacci

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

K.E. Dietze

✓

✓

✓

✓

✓

T.L. Dunlap

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

L.D. Etzkorn

✓

✓

✓

✓

✓

✓

✓

✓

A. Garcia-Tunon

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

T.A. Gebhardt

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

J.M. Nauman

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

M.K. O’Brien

✓

✓

✓

✓

✓

✓

✓

✓

A.W. Richards

✓

✓

✓

✓

✓

✓

✓

D.A. Schawk

✓

✓

✓

✓

✓

F.S. Wlodarczyk

✓

✓

✓

✓

✓

✓

✓

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The term for each of the Board’s nominees and the continuing directors is listed below:

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL FOUR OF THE BOARD OF DIRECTORS’ NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND “WITHHOLD” WITH RESPECT TO EACH OF THE BARINGTON NOMINEES. The proxy holders will vote your proxy FOR each of the nominees of the Board of Directors set forth above unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 2

APPROVAL OF THE ADOPTION OF THE

SECOND AMENDED AND RESTATED 2019 DIRECTOR FEE PLAN

On November 19, 2025 (the “Adoption Date”), the Board approved, subject to shareholder approval, the adoption of the Company’s Second Amended and Restated 2019 Director Fee Plan (the “Second Amended and Restated Plan”). If the Second Amended and Restated Plan is adopted by our shareholders, it will authorize the issuance of 250,000 additional shares of the Company’s Common Stock. Following such approval, the aggregate number of shares of the Company’s Common Stock authorized for issuance under the Second Amended and Restated Plan would increase to 550,000. The Second Amended and Restated Plan will amend and restate the Matthews International Corporation Amended and Restated 2019 Director Fee Plan (the “Amended and Restated Plan”), which amended and restated the Matthews International Corporation 2019 Director Fee Plan (the “Initial Plan” and, together with the “Amended and Restated Plan,” the “Prior Plan”).

The affirmative vote of a majority of the votes cast in person or by proxy at a meeting held prior to the anniversary of the Adoption Date in which the holders of at least a majority of the outstanding shares of the Company’s Common Stock are present (in person or by proxy) and voting is required for approval of adoption of the Second Amended and Restated Plan. If the shareholders of the Company do not approve the Second Amended and Restated Plan as proposed in this proxy statement, the Second Amended and Restated Plan will not be used by the Company.

For purposes of determining the number of shares of Common Stock to be authorized under the Second Amended and Restated Plan, the Board and Governance and Sustainability Committee, in their capacity as administrators, consulted with the Compensation Committee.

In order to determine the number of shares of Common Stock to be authorized under the Second Amended and Restated Plan, the Governance and Sustainability Committee considered the Company’s needs for the shares and the potential dilution that awarding the requested shares may have on the existing shareholders. As set forth in the Compensation Discussion and Analysis, the Governance and Sustainability Committee consults with Pay Governance LLC as an independent compensation advisor on compensation matters, including director fees. The compensation advisor examined a number of factors, including the Company’s overhang analysis, which the Governance and Sustainability Committee considered. As a result, the Governance and Sustainability Committee recommended to the Board that 250,000 additional shares be authorized under the Second Amended and Restated Plan.

As of the Record Date, 18,118 shares of Common Stock remained available for future grant under the share counting provisions of the Initial Plan.

Description of the Second Amended and Restated 2019 Director Fee Plan

The full text of the Second Amended and Restated Plan is set forth as Appendix C to this Proxy Statement. The following description of the Second Amended and Restated Plan is qualified in its entirety by reference to Appendix C.

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The Second Amended and Restated Plan in General. The purposes of the Second Amended and Restated Plan are to provide eligible non-employee directors of the Company with a fee arrangement that is not only competitive with those at corporations similar to the Company but which increases the identification of interests between the non-employee directors and the shareholders of the Company, and to provide a program which is suitable for the recruitment and retention of capable people to serve as non-employee directors of the Company. As of the Record Date, there were ten (10) such directors, however, following the Annual Meeting and upon Mr. Garcia-Tunon’s retirement from the Board, there will be nine (9) such directors. See “General Information Regarding Corporate Governance—Board Composition and Corporate Governance” Directors who are employees of the Company are not separately compensated for service as a director.

The total number of shares of stock which may be issued under the Second Amended and Restated Plan or credited to a deferred stock compensation account for subsequent issuance is 550,000 shares of Common Stock. This total will be adjusted upon certain events such as a stock dividend on, or stock split of, the Common Stock. The shares which may be issued under the Second Amended and Restated Plan may be either authorized but unissued shares or shares previously issued and thereafter acquired by the Company, or a combination of each. On the Record Date, the fair market value of a share of the Company’s Common Stock, as determined based on the closing price of a share of Matthews Common Stock on the Nasdaq Global Select Market, was $[●].

Notwithstanding the limit on the number of shares of stock which may be issued under the Second Amended and Restated Plan, during any calendar year the maximum aggregate fair market value of an award that may be made under the Second Amended and Restated Plan to a non-employee director may not exceed $400,000 during such calendar year. In addition, during a calendar year the maximum aggregate fees paid under the Second Amended and Restated Plan to a non-employee director and the fair market value of equity awards issued under the Second Amended and Restated Plan shall not exceed $600,000 during such calendar year.

The Board will have full power and authority to administer the Second Amended and Restated Plan. The Board may delegate some or all of those rights to the Governance and Sustainability Committee or other committees of the Board (collectively with the Board, the “Administrator”). The Board of Directors also has, subject to certain limitations, the right to amend or terminate the Second Amended and Restated Plan.

The Second Amended and Restated Plan provides that the Board, or any committee of the Board which the Board authorizes to determine such amounts, may determine the amount of any annual fees paid to directors (“Director Fees”). The Second Amended and Restated Plan also provides that the Administrator may determine that Director Fees can be paid in cash or in shares of Common Stock of the Company, with the default election being the payment of the Director Fees in shares of the Company’s Common Stock. Notwithstanding the Administrator’s determination to pay Director Fees in cash, a director may elect to receive the Director Fee in Common Stock or defer the payment of Director Fees into a deferred stock compensation account.

The Second Amended and Restated Plan also permits the Board (or a committee of the Board which the Board authorizes to make such determinations) to determine the amount, if any, of fees paid to non-employee directors (other than a non-employee director who serves as Chairperson of the Board) for attendance at Board meetings, committee meetings and shareholders’ meetings (“Meeting Fees”). Since the inception of the Initial Plan, the Board intends that each non-employee director will not receive Meeting Fees for Board, committee and shareholders’ meetings attended.

The Second Amended and Restated Plan also presently permits the grant of stock options, stock appreciation rights, restricted shares and restricted stock units (“RSUs”). The Second Amended and Restated Plan provides that each director will receive an annual grant of non-statutory stock options, stock appreciation rights, restricted shares, or RSUs with such value determined by the Board or by any committee of the Board which the Board authorizes to determine such amounts. The precise awards to be granted and their valuation will be determined by the Administrator (subject to the limitations set forth in the Second Amended and Restated Plan). For fiscal year 2025, each director received a grant of restricted shares with a total value of $140,000 under the Amended and Restated Plan.

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The term of the Second Amended and Restated Plan runs until March 31, 2030.

The Second Amended and Restated Plan also permits a director to name a death beneficiary with respect to the director’s deferred stock compensation account, provides for hardship withdrawals, and allows a director to make subsequent elections to further delay payments under a previous deferral made by the director.

Director Fees. Under the Second Amended and Restated Plan, each eligible non-employee director will receive a Director Fee in such amounts determined by the Board or by any committee of the Board which the Board authorizes to determine such amounts. The Second Amended and Restated Plan provides that the Administrator may determine that Director Fees can be paid in cash or in Common Stock of the Company, with the default election being the payment of the Director Fees in shares of the Company’s Common Stock. Notwithstanding the Administrator’s determination to pay Director Fees in cash, a director may elect to receive the Director Fee in Common Stock or defer the payment of Director Fees into a deferred stock compensation account.

Director Fees will be paid or credited fifteen (15) business days after the annual meeting of the shareholders, for each non-employee director as of that payment or crediting date. Director Fees for the retainer of a committee chairperson will be paid on the fifteenth (15th) business day after a director’s annual election or re-election as a committee chairperson. Director Fees will thereby be paid or credited in advance and are not subject to proration or refund in the event that a director receiving such fees should die or resign prior to the next annual meeting of the shareholders.

As described under “—The Second Amended and Restated Plan in General,” the Second Amended and Restated Plan also permits the Board (or a committee of the Board which the Board authorizes to make such determinations) to determine the amount, if any, of Meeting Fees paid to non-employee directors (other than a non-employee director who serves as Chairperson of the Board) for attendance at Board meetings, committee meetings and shareholders’ meetings. As of the date of this Proxy Statement, the Board intends that each non-employee director will not receive Meeting Fees for Board, committee and shareholders’ meetings attended, and each committee chairperson will receive an annual Director Fee, described above. Under the Second Amended and Restated Plan, the Board has the authority to increase or decrease the amount of the annual Director Fee or/and Meeting Fees.

Deferrals. A director may elect to defer receipt of his or her annual Director Fees, Meeting Fees or restricted stock award grant, if made, by filing a notice of election with the Company. The amount of any Director Fees, Meeting Fees or restricted shares elected to be deferred in accordance with a deferral election for a calendar year will be credited, in the form of shares of deferred stock units (“DSUs”), to an unfunded deferred stock compensation account maintained only on the books of the Company. DSUs represent the right to receive an equivalent number of shares of Common Stock, subject to the terms of the Second Amended and Restated Plan. On each payment date for Director Fees or Meeting Fees for which a proper deferral election is effective for a participant or on which DSUs are to be credited pursuant to a proper deferral election, the Director’s deferred stock compensation account(s) will be credited on the payment date with the number of DSUs (including fractional shares to at least two decimal places) (i) equal to that number of shares of the Company’s Common Stock that otherwise would have been payable to the participant on such payment date where the Director Fees had been payable to the Director in shares of Common Stock, or (ii) equal to the aggregate amount of all Director Fees or Meeting Fees subject to such deferral election otherwise payable during such calendar year to such participant in cash divided by the fair market value of one share of the Company’s Common Stock on such payment date. No shares of DSUs or other assets shall be set aside until shares of DSUs actually become payable to a director or his/her beneficiary. No person shall have voting rights with respect to shares of DSUs credited to a deferred stock compensation account.

Payment of shares of Common Stock under a DSU credited to a director’s deferred stock compensation account for any year would be made either in a lump sum or in installments according to the deferral election. Notwithstanding the foregoing, a director is permitted to further defer the receipt of payments from his or her

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deferred stock compensation account by making a further deferral election at least twelve months prior to the date on which payments would have otherwise commenced, and by deferring for at least five years from the date payments would have otherwise commenced. Further, a director may file a notice with the Company pursuant to which the director would be paid amounts credited to his or her deferred stock compensation account after the effective date of such notice upon the occurrence of certain changes in control at the Company as described in the Second Amended and Restated Plan.

Upon the death of a director, payment would be made to the beneficiary designated by the director or to the estate of the director. Advance payment of deferred amounts may be permitted by the Board only to the extent necessary to avoid severe financial hardship resulting from an unanticipated financial emergency beyond the control of the director or his or her beneficiary.

Under the Second Amended and Restated Plan, any deferral election will be valid only if technical timing rules have been met.

Dividend Equivalent Rights. If the Board declares a dividend on the Company’s Common Stock in cash or property other than Common Stock at a time when DSUs are outstanding in a deferred stock account, then on the date the dividend is paid the Company shall, based on each participant’s election in effect at the time, either (i) pay directly to the participant an amount in cash or property other than Common Stock, as the case may be, or (ii) increase the number of DSUs credited to the director’s deferred stock account by an amount, determined in accordance with a formula. Under the formula, the additional number of DSUs to be credited to the participant’s account, or paid in cash, based on the participant’s election then in effect, is equal to (A x B)/C)-D, where

A = the number of DSUs in the Director’s deferred stock account;

B = the per share amount of the dividend;

C = the average of the high and low per share selling prices of the Corporation’s Common Stock on the payment date of such dividend;

D = the taxes, if any, required to be withheld on such amount, including but not limited to any taxes required to be withheld due to the characterization of such amounts as wages or compensation.

Stock Options, Stock Appreciation Rights, Restricted Stock and RSUs. The Second Amended and Restated Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted share awards and RSUs.

Administration. Subject to the provisions of the Second Amended and Restated Plan, the Administrator has full and final authority, in its discretion, to grant non-statutory stock options and stock appreciation rights, and to make restricted share awards and RSUs under the Second Amended and Restated Plan, in such amounts determined by the Board or by any committee of the Board which the Board authorizes to determine such amounts (subject limitations set forth in the Second Amended and Restated Plan). Grants and awards will be made effective as of the same date as Director Fees are paid after the applicable annual meeting. Under the Second Amended and Restated Plan, the Board has the authority to increase or decrease the value of the grants and awards to be made; the Administrator has the sole discretion to determine whether the grants and awards should be stock options, stock appreciation rights or restricted shares, or a combination of each.

The Board and the Administrator have the power to interpret the Second Amended and Restated Plan and to prescribe such rules, regulations and procedures in connection with the operations of the Second Amended and Restated Plan as they deem necessary and advisable in their administration of the Second Amended and Restated Plan.

Terms of Stock Options and Stock Appreciation Rights. The option price for each stock option may not be less than 100% of the fair market value of the Company’s Common Stock on the date of the grant of the stock option. Fair market value of the Common Stock for all purposes under the Second Amended and Restated Plan is the mean between the publicly reported highest and lowest sales prices per share of Common Stock of the Company, as quoted on the Nasdaq stock exchange, on the date as of which fair market value is determined.

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Except in certain cases (principally certain change in control events) and as the Administrator may otherwise determine, no stock option may be exercised prior to two years from the date of grant or after the expiration of ten years from the date of grant. Unless the Administrator, in its discretion, otherwise determines, an exercisable stock option may be exercised in whole or in part. Otherwise, vested stock options may be exercised at such times, in such amounts and subject to such restrictions as are determined in its discretion by the Administrator.

The option price for each stock option is payable in full in cash at the time of exercise; however, in lieu of cash the person exercising the stock option may, if authorized by the Administrator, pay the option price in whole or in part by delivering to the Company shares of Common Stock having a fair market value, on the date of exercise of the stock option, equal to the option price for the shares being purchased, except that any portion of the option price representing a fraction of a share must be paid in cash.

If the person exercising a stock option participates in a broker or other agent-sponsored exercise or financing program, the Company will cooperate with all reasonable procedures of the broker or other agent to permit participation by the person exercising the stock option in the exercise or financing program. But, in such a case, the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will be issued until the Company has received full payment in cash for the option exercise price from the broker or other agent.

The grant of stock appreciation rights provides the holder with the right, upon the exercise of the stock appreciation rights, to receive a number of shares of Common Stock with a fair market value equal to the difference between the fair market value of the Common Stock on the date of exercise of the stock appreciation rights and the base price of the stock appreciation rights when granted (which may not be less than 100% of the fair market value of the Company’s Common Stock on the date of the grant of the stock appreciation rights). The Administrator also has the right to pay cash upon the exercise of the stock appreciation rights in certain circumstances.

Unless the Administrator determines otherwise, the provisions of the following sentence will apply in the event that a grantee ceases to be a director of the Company for any reason other than removal for cause or resignation without consent of the Board. Any outstanding stock option and stock appreciation right held by such grantee will vest and be exercisable at any time prior to the second anniversary of the date on which the grantee ceases to be a director or the expiration date of the stock option or stock appreciation right, whichever is the shorter period. Unless the exercise period has been extended pursuant to the change in control provisions of the Second Amended and Restated Plan, if a grantee is removed from office for cause or resigns without the consent of the Board, any then outstanding stock option and stock appreciation right held by such grantee will terminate as of the close of business on the last day on which the grantee is a director.

Unless the Administrator in its discretion otherwise determines, no stock option or stock appreciation right granted under the Second Amended and Restated Plan is transferable other than by will, by the laws of descent and distribution, or to certain types of trusts. A stock option or stock appreciation right may be exercised during a grantee’s lifetime only by the grantee or the trustee of such trust.

Each grant of a stock option or stock appreciation right must be confirmed by an agreement between the Company and the grantee which sets forth the terms of the grant.

Restricted Shares. Restricted share awards are subject to such restrictions (including restrictions on the right of the awardee to sell, assign, transfer or encumber the shares awarded while such shares are subject to restrictions) as the Administrator may impose thereon and are subject to forfeiture to the extent events specified by the Administrator occur prior to the time of restrictions lapse (which events may, in the discretion of the Administrator, include termination of service as a director and/or performance-based events).

Each restricted share award must be confirmed by a restricted share agreement between the Company and the awardee, which sets forth the number of restricted shares awarded, the restrictions imposed thereon, the duration of such restrictions, events the occurrence of which would cause a forfeiture of the restricted shares, and such

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other terms and conditions as the Administrator in its discretion deems appropriate. Following a restricted share award and prior to the lapse of the applicable restrictions, at the Company’s discretion, the Company may hold share certificates representing the restricted shares in escrow, issue share certificates to the awardee with a legend referring to the restrictions, or issue the shares in book-entry form in the name of the awardee. Except in certain circumstances, the Administrator, in its discretion, may determine that dividends and other distributions on the restricted shares shall not be paid to the awardee until the lapse or termination of the applicable restrictions. Unless otherwise provided, in its discretion, by the Administrator, any such dividends or other distributions shall not bear interest. Upon the lapse of the applicable restrictions, unlegended share certificates representing the restricted shares and unpaid dividends, if any, will be delivered to the awardee. From the date a restricted share award is effective, however, the awardee will be a shareholder with respect to all of the restricted shares and will have all the rights of a shareholder with respect to the restricted shares, including the right to vote the restricted shares and to receive all dividends and other distributions paid with respect to the restricted shares, subject only to the preceding provisions of this paragraph and the restrictions imposed by the Administrator.

Restricted Stock Units (RSUs). RSUs represent an unsecured right of participants to receive future payment (in cash, shares of Common Stock or a combination of both) equal to the fair market value of a specified number of shares of Common Stock. RSUs are subject to such restrictions (including restrictions on the right of the awardee to sell, assign, transfer or encumber the shares awarded while such shares are subject to restrictions) as the Administrator may impose thereon and are subject to forfeiture to the extent events (which may, in the discretion of the Administrator, include termination of service as a director and/or performance-based events) specified by the Administrator occur prior to the time of restrictions lapse.

Following a RSU award and prior to the lapse of the applicable restrictions, the participant may not sell, assign, transfer, pledge or otherwise encumber RSUs. Holders of RSUs do not have any voting rights with respect to shares of Common Stock under the RSU awards and holders of RSUs are not shareholders of the Company unless and until the shares of Common Stock under the RSU award are granted. Dividends and other distributions on the RSUs shall not be paid to the awardee until the Common Stock under the RSU award is issued. The Administrator may, in its sole discretion, decide to issue dividend equivalent units with respect to a RSU award. A dividend equivalent unit may be credited to an account for the participant that provides for the deferral of such amounts until a stated time. Additionally, the Administrator may decide whether the award will be settled in cash or shares of Common Stock.

Additional Rights in Certain Events. The Second Amended and Restated Plan provides for acceleration of the exercisability and extension of the expiration date of stock options and stock appreciation rights, and for lapse of the restrictions on restricted share awards, upon the occurrence of one or more events described in Section 15 of the Second Amended and Restated Plan (“Section 15 Events”). Such an event is deemed to have occurred when (i) the Company acquires actual knowledge that any person (other than the Company, a subsidiary or any employee benefit plan sponsored by the Company) has acquired beneficial ownership, directly or indirectly, of securities representing 20% or more of the voting power of the Company; (ii) during any period of two consecutive years, less than a majority of the total number of authorized members of the Board of Directors (excluding vacant seats) are filled by persons who were (a) directors at the beginning of such period and (b) individuals whose election by the Company’s security holders, or nomination for election, was approved by a vote of at least a majority of the members of the Governance and Sustainability Committee (consisting of directors then still in office who were directors at the beginning of such period or who were approved by election or nomination in accordance with Section 15 of the Second Amended and Restated Plan) or at least two-thirds of the directors then still in office who were directors on the effective date of the Initial Plan on November 18, 2018 or who were so approved (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board relating to the election of directors which would be subject to Rule 14a-11 under the Exchange Act, including by reason of any agreement intended to avoid or settle any such election contest or proxy contest); (iii) the consummation of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the shareholders of the Company

58

immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction, a majority of the voting power of (a) in the case of a merger or consolidation, the surviving or resulting corporation, (b) in the case of a share exchange, the acquiring corporation, or (c) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 30% of the consolidated assets of the Company immediately prior to the transaction; or (iv) commencement of any liquidation or dissolution of the Company (other than pursuant to any transfer of 70% or more of the consolidated assets of the Company to an entity or entities controlled by the Company and/or its shareholders following such liquidation or dissolution). The Section 15 Events described above may be limited in effect and otherwise subject to the requirements of Section 409A of the Internal Revenue Code of 1986 (as amended, the “Internal Revenue Code”), which provides certain limitations on the ability to accelerate deferred compensation upon changes in control.

Unless the confirming agreement or an amendment thereto otherwise provides, notwithstanding any other provision contained in the Second Amended and Restated Plan, upon the occurrence of any Section 15 Event all outstanding stock options and stock appreciation rights become immediately and fully exercisable whether or not otherwise exercisable by their terms, and all stock options and stock appreciation rights held by a director whose service on the Board terminates within one year of any Section 15 Event for any reason are exercisable for the longer of a period of three months from the date of such termination of service or the standard periods of expiration or termination as described above, but in no event after the expiration date of the stock option or the stock appreciation rights.

Unless the restricted share agreement or an amendment thereto otherwise provides, notwithstanding any other provision contained in the Second Amended and Restated Plan, upon the occurrence of any Section 15 Event prior to the scheduled lapse of all restrictions applicable to restricted share awards under the Second Amended and Restated Plan, all such restrictions lapse regardless of the scheduled lapse of such restrictions.

Miscellaneous. If, on the date on which any shares of Common Stock would be issued pursuant to a current stock payment under Director Fees or annual restricted share award any DSUs are credited to a deferred stock account and after consideration of any shares of Common Stock subject to outstanding equity awards under the Second Amended and Restated Plan, sufficient shares of Common Stock are not available under the Second Amended and Restated Plan or the Company is not obligated to issue shares pursuant to applicable securities laws, then no shares of Common Stock shall be issued or DSUs credited, but rather, in the case of a current stock payment under Director Fees or annual restricted share award, cash shall be paid in payment of the Director Fees payable, and in the case of DSUs, Director Fees and Meeting Fees shall instead be credited in cash to a deferred cash compensation account in the name of the Director.

In the event that any outstanding stock option, stock appreciation right or RSU is canceled by mutual consent, terminates, or expires for any reason without having been exercised in full, the shares of Common Stock not purchased under the stock option or stock appreciation right are again available for all purposes of the Second Amended and Restated Plan. If any shares of Common Stock are forfeited to the Company pursuant to the restrictions applicable to restricted shares awarded under the Second Amended and Restated Plan, the number of shares so forfeited are again available for all purposes of the Second Amended and Restated Plan. The number of shares of Common Stock which are surrendered in full or partial payment to the Company of the option price of a stock option will be available for the purpose of granting awards under the Second Amended and Restated Plan.

The Board of Directors may alter or amend the Second Amended and Restated Plan at any time, except that, without approval of the shareholders of the Company, no alteration or amendment may be made if shareholder approval of the amendment is at the time required for shares under the Second Amended and Restated Plan to qualify for the exemption from Section 16(b) of the Exchange Act, provided by Rule 16b-3, or by the rules of Nasdaq or any stock exchange on which the Common Stock may then be listed. In addition, no alteration or amendment of the Second Amended and Restated Plan may, without the written consent of the holder of a stock option, stock appreciation rights, restricted shares or RSUs granted or awarded under the Second Amended and Restated Plan prior thereto, adversely affect the rights of such holder with respect thereto.

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No shares of Common Stock shall be issued or credited, nor any options or stock appreciation rights granted, nor restricted stock awarded under the Second Amended and Restated Plan after March 31, 2030, provided that this does not preclude the issuance of shares in payment of the balance of a director’s deferred stock compensation account or the exercise of previously granted stock options or stock appreciation rights. Additionally, the Board of Directors may terminate the Second Amended and Restated Plan at any time, but termination of the Second Amended and Restated Plan would not terminate any outstanding stock options or stock appreciation rights granted under the Second Amended and Restated Plan or cause a revocation or forfeiture of any restricted share award under the Second Amended and Restated Plan.

The Second Amended and Restated Plan contains anti-dilution provisions providing for proportionate adjustment in the maximum aggregate number of shares of Common Stock for which stock options, stock appreciation rights and RSUs may be granted, as to which restricted shares may be awarded, and in the number of shares covered by outstanding stock options, stock appreciation rights and RSUs in certain events, including stock dividends on shares of outstanding Common Stock. The Second Amended and Restated Plan also contains provisions providing for the substitution of shares in the event of a reorganization, recapitalization, merger or similar event. The Second Amended and Restated Plan provides for adjustments to stock options, stock appreciation rights and RSUs, and restrictions on distributions with respect to, or exchanges for restricted shares in the case of, any spin-off, split-off, dividend in partial liquidation or in property other than cash, or extraordinary distribution to holders of the Common Stock.

If a non-employee director who has been granted stock options or stock appreciation rights or awarded restricted shares or RSUs under the Second Amended and Restated Plan engages, whether during or after Board service, in the operation or management of a business, whether as owner, partner, officer, director, employee or otherwise, which is in competition with the Company or any of its subsidiaries, the Administrator may in its discretion immediately terminate all stock options and stock appreciation rights held by such person (except when the exercise period of a stock option or stock appreciation right has been extended because one or more of the events described under “—Additional Rights in Certain Events” above has occurred) and declare forfeited all restricted shares and RSUs held by such person as to which the restrictions have not yet lapsed.

Possible Anti-takeover Effect. The provisions of the Second Amended and Restated Plan providing for the acceleration of the exercise date of outstanding stock options and stock appreciation rights upon the occurrence of a Section 15 Event, the extension of the period during which outstanding stock options and stock appreciation rights may be exercised upon termination of Board service following a Section 15 Event and the lapse of restrictions applicable to restricted stock awards and RSUs upon the occurrence of a Section 15 Event may be considered as having an anti-takeover effect.

New Plan Benefits. All fees and awards to directors under the Second Amended and Restated Plan are made at the discretion of the Governance and Sustainability Committee. The amounts of future awards to our directors under the Second Amended and Restated Plan are discretionary. As a result, the amounts that will be received or allocated under the Plan are not determinable at this time. We have therefore not included a table that reflects such awards.

Federal Income Tax Consequences. The rules governing the federal tax treatment of an award are very technical. Consequently, the following discussion of federal income tax consequences is necessarily general in nature and does not purport to be exhaustive or complete, and among other things, does not describe state, local or foreign tax consequences. Moreover, statutory provisions are subject to change, as are their interpretations, and their applications may vary in individual circumstances.

Although the Company may endeavor to (i) qualify the payment of fees or a grant or award for favorable United States tax treatment or avoid adverse tax treatment (e.g., under Section 409A of the Internal Revenue Code), the Company has made no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. Section 409A is a provision of the Internal Revenue Code that imposes a number of strict and complex requirements that deferred compensation plans and arrangements must satisfy in order for participants of such compensation plans or arrangements to avoid immediate taxation, plus a 20% penalty tax, on the deferred compensation provided by such plan or arrangement.

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Director Fees

Current Payment. Directors who receive current payment of Director Fees in cash or in shares of Common Stock generally recognize, on the date on which they receive payment, compensation income equal to the amount of cash received or the fair market value of the shares received on the payment date.

DSUs. Directors who properly elect to defer receipt of Director Fees in DSUs generally should recognize compensation income only on the date on which such Director Fee is payable to the director upon settlement of DSUs in shares of Common Stock. In general, the compensation income to be recognized by a director upon distribution of Common Stock upon settlement of DSUs is equal to the fair market value of the shares of Common Stock on the date on which the shares are payable to the director from such account, plus the amount of cash, if any, received in lieu of a fractional share.

Meeting Fees

Current Cash Payment. Meeting fees paid in cash constitute compensation and must be recognized as compensation income by the directors for the taxable year in which they are received.

Deferred Stock Payment. Directors who properly elect to defer receipt of Meeting Fees otherwise payable in cash and receive DSUs should recognize compensation income only on the date on which Meeting Fees are payable to the director upon settlements of the DSUs in shares of Common Stock. In general, the compensation income to be recognized by a director upon distribution of Common Stock upon settlement of DSUs is equal to the fair market value of the shares of Common Stock on the date on which the shares are payable to the director from such account, plus the amount of cash, if any, received in lieu of a fractional share.

Non-statutory Stock Options. A director does not recognize any taxable income for Federal income tax purposes upon receipt or vesting of a non-statutory stock option. Upon the exercise of a non-statutory stock option with cash, the amount by which the fair market value of the shares received, determined as of the date of exercise, exceeds the option price is generally treated as compensation income received in the year of exercise. If the option price of a non-statutory stock option is paid in whole or in part in shares of Common Stock, no income, gain or loss is recognized on the receipt of shares equal in value on the date of exercise to the shares delivered in payment of the option price. The fair market value of the remainder of the shares received upon exercise of the non-statutory stock option, determined as of the day of exercise, less the amount of cash, if any, paid upon exercise is generally treated as compensation income received on the date of exercise.

Stock Appreciation Rights. Generally a director would not recognize any taxable income upon receipt of a stock appreciation right. If the stock appreciation right is payable in shares of the Common Stock, the director would recognize compensation income in the year in which the stock appreciation right is exercised, in an amount equal to the fair market value of the Common Stock paid to the director at the time of exercise. If the Company pays cash to a director upon the exercise of a stock appreciation right, the director likely would recognize compensation income in the year in which the stock appreciation right is exercised in an amount equal to the cash paid to the director at the time of exercise.

RSUs. A director generally does not recognize any taxable income upon receipt of RSUs. Any cash and the fair market value of any shares of Common Stock received by a director upon the vesting and settlement of RSUs are treated as compensation income received by the participant in the year of receipt.

Restricted Stock. A director would not recognize any taxable income for Federal income tax purposes in the year of the award, provided the shares were nontransferable and subject to a substantial risk of forfeiture. However, the director could elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to these restrictions. If this 83(b) election is made, the director will recognize compensation income at the time of the award of the restricted stock even though such shares may remain subject

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to restrictions on transfer and risks of forfeiture. When the vesting and forfeiture restrictions lapse, no compensation will be includable in gross income. Rather, subsequent appreciation in the value of the stock will be taxed as capital gain or loss upon the sale of such stock. If, however, the stock is forfeited prior to becoming vested, the tax paid in connection with making an 83(b) election is not directly recoverable.

If the director does not make a Section 83(b) election, the fair market value of the shares on the date these restrictions lapse generally is treated as compensation income to the director and is taxable in the year the restrictions lapse.

Disposition of Shares Received. If a director sells shares of Common Stock acquired under the Second Amended and Restated Plan, the difference between the amount realized on the sale and the director’s tax basis in the shares sold generally is taxed as a capital gain or a capital loss, which is long-term or short-term depending on whether the more-than one-year holding period has been satisfied with respect to the shares sold.

The Company. In each instance that an amount is treated as compensation received by a director, the Company generally is entitled to a corresponding deduction in the same amount for compensation paid.

Other Considerations Related to the Second Amended and Restated Plan.

By adopting the Second Amended and Restated Plan, the Company is increasing the number of shares available for equity incentives under all of the Company’s equity incentive plans by two hundred fifty thousand (250,000) shares, which comprises 0.8% of the Company’s outstanding Common Stock as of September 30, 2025. In order to determine the number of shares of Common Stock to be authorized under the Second Amended and Restated Plan, the Governance and Sustainability Committee and the Board considered the needs by the Company for the shares and the potential dilution that awarding the requested shares may have on the existing shareholders. As set forth above in this Proxy Statement, the Governance and Sustainability Committee consulted Pay Governance, LLC as an independent compensation advisor to assist in this regard.

As of the Record Date, approximately 18,118 shares of Common Stock remained available for future grant under the Initial Plan. The Governance and Sustainability Committee recommended to the Board that 250,000 additional shares be authorized under the Second Amended and Restated Plan.

If the Second Amended and Restated Plan is approved, a total of 268,118 shares will be available for future awards under the Second Amended and Restated Plan. The Board is seeking shareholder approval for the Second Amended and Restated Plan and the pool of shares available under the Second Amended and Restated Plan, which it expects is sufficient for up to approximately four years of awards based upon current stock price levels and the historic rates of awards by the Governance and Sustainability Committee under the predecessor plans, and if directors choose to defer cash fees into Company stock.

Because the Administrator has discretion in granting awards under the Revised Plan, and the number of shares to be awarded will vary with the stock price, Proposal 2 does not contemplate the amount or timing of specific equity awards in the future as it is not possible to calculate with certainty the number of years of awards that will be available and the amount of subsequent dilution that may ultimately result from such awards. However, because the number of shares reserved under the Revised Plan is relatively small in relation to the total of number of shares outstanding, it does not change the overhang or, in the Governance and Sustainability Committee’s view, cause dilution in any material way.

In adopting the Revised Plan, the Board also considered the compensation of non-employee directors of the Company’s peer group, the Company’s proxy advisor’s recommendation, the total shareholder return, the fair value transfer and shareholder value transfer, and the burn rate that would result from the Revised Plan. The Board discussed these additional concepts with its independent compensation consultant prior to approving the Revised Plan.

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The inclusion of this information in this Proxy Statement should not be regarded as an indication that the assumptions used to determine the number of additional shares will be predictive of actual future equity grants. These assumptions are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual outcomes to differ materially from those in the forward-looking statements, including the Company’s ability to attract and retain talent, achievement of performance metrics with respective to certain equity-based awards, the extent of option exercise activity, and others described in the Company’s Form 10-K for the year ended September 30, 2025.

Equity Plan Information

The following table provides information about grants under the Company’s equity compensation plans as of September 30, 2025:

Vote Required

The vote required for approval of Proposal 2 is the affirmative vote of a majority of the votes cast by all the shareholders entitled to vote thereon. Abstentions and broker non-votes will not have any legal effect on whether this proposal is approved. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE SECOND AMENDED AND RESTATED 2019 DIRECTOR FEE PLAN. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 3

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Company’s Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2026.

The Audit Committee has determined that it would be desirable as a matter of good corporate practice to request an expression of opinion from the shareholders on the appointment. Although our shareholders are not required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm, because we have submitted the ratification of our registered public accounting firm for approval by shareholders, the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” such proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2026. As discussed elsewhere in this Proxy Statement, to the extent that Barington provides a proxy card or voting instruction form to shareholders who hold their shares in “street name,” all of the proposals presented at the Annual Meeting, including this Proposal 3, will be considered “non-routine” matters, and brokers will not be entitled to vote your shares on the proposal without your instructions, resulting in a “broker non-vote,” which will have no effect on the outcome of this proposal Abstentions will have no effect on the outcome of this proposal, regardless of whether Barington provides a proxy card or voting instruction form to shareholders who hold their shares in “street name.”

If the shareholders do not ratify the selection of Ernst & Young LLP, the selection of an alternative independent registered public accounting firm will be considered by the Audit Committee; provided, further, however, even if the shareholders do ratify the selection of Ernst & Young LLP, as requested in this Proxy Statement, the Audit Committee reserves the right, at any time, to re-designate and retain a different independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2026.

It is not expected that any representative of Ernst & Young LLP will be present at the Annual Meeting of the Shareholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING SEPTEMBER 30, 2026. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 4

ADVISORY (NON-BINDING) VOTE ON THE EXECUTIVE COMPENSATION

OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

As described in the Compensation Discussion and Analysis in this Proxy Statement, and summarized in the “Executive Summary” thereto, the Compensation Committee of the Board has developed an executive compensation program designed to pay for performance and to align the long-term interests of our named executive officers with the long-term interests of our shareholders. The Company presents a proposal for an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers on an annual basis. Accordingly, the Company is presenting the following proposal, which gives our shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting “FOR” or “AGAINST” the resolution set forth below. This resolution is required pursuant to Section 14A of the Exchange Act. Approval of the compensation paid to our named executive officers, as disclosed in this Proxy Statement, will be approved (on a non-binding basis) if the proposal receives the affirmative vote of a majority of the shares cast at the meeting, a quorum being present. Abstentions and broker non-votes will have no legal effect on the proposal. Because the vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

RESOLVED, that the shareholders approve (on a non-binding basis) the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Proxy Statement set forth under the caption “Executive Compensation and Retirement Benefits.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 5

APPROVAL OF THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES

General

On January 2, 2026, the Board unanimously voted to approve, and to recommend to shareholders that they approve, the amendment and restatement of the Articles of Incorporation in the form of the Amended and Restated Articles attached as Appendix D-1 to this Proxy Statement. Please refer to Appendix D-2 for a marked copy of the Amended and Restated Articles reflecting each of the proposed changes proposed in this Proxy Statement. The following discussion is qualified by the text of the Amended and Restated Articles.

Shareholders are being asked to approve the adoption of the Amended and Restated Articles. The Amended and Restated Articles will include, among other things, the features described in Proposals 6 through 8.

Relationship to Other Proposals

The approval of this proposal is required to approve the adoption of the Amended and Restated Articles. The Amended and Restated Articles will not be filed and will not become effective if each and every of the amendments described in Proposals 6 through 8 are not approved by the Company’s shareholders; however, the approval of each of Proposals 6, 7 and 8 are not dependent on one another. Accordingly, if any of Proposal 6, 7 and 8 are not approved, the corresponding amendments marked in each of Sections 6.1.B(1), 6.1.B(2) and 10.3, respectively, will not be included in the Amended and Restated Articles when filed with the Pennsylvania Department of State.

Description of Other Immaterial Changes

The Amended and Restated Articles included as Appendix D-1 to this Proxy Statement also reflect certain immaterial changes to modernize, streamline and align the provisions therein in light of the proposed amendments, which changes are marked in Appendix D-2 to this Proxy Statement. These changes, which we believe do not substantively affect shareholder rights, include (i) updates to certain statutory references in Article THIRD and Sections 5.3.E(1), 10.1.B(3), 10.1.E. and 10.1.H.; (ii) updates to Sections 5.2.D. and 5.3.E(2) to refer to the Amended and Restated Articles as “these Amended and Restated Articles of Incorporation;” (iii) updates to Section 10.1 to the definition of “Subsidiary” to include any “person (other than a natural person)” and to utilize such definition for purposes of Article TENTH in addition to Articles SIXTH and NINTH; and (iv) certain modifications to grammar in Sections 6.1.C. and 8.1. We believe that all the changes set forth in the Amended and Restated Articles included as Appendix D-1 to this Proxy Statement other than changes in the following provisions are immaterial changes: Sections 6.1.B(1), 6.1.B(2) and 10.3.

Vote Required

The affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote, a quorum being present, are required to approve the adoption of the Amended and Restated Articles. Abstentions and broker non-votes will not have any legal effect of on whether this Proposal 5 is approved.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 6

APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO DECLASSIFY

THE BOARD OF DIRECTORS

On January 2, 2026, the Board voted to approve, and to recommend to shareholders that they approve, the Amended and Restated Articles, in substantially the form attached hereto as Appendix D-1, which, among other things, declassify the Board over a three-year period (the “Board Declassification Amendment”) (which changes are marked in Appendix E to this Proxy Statement). If approved by the shareholders at the Annual Meeting, the Company would adopt this Proposal 6 by causing the filing of the Amended and Restated Articles reflecting the Board Declassification Amendment with the Pennsylvania Department of State, subject to the approval of Proposal 5 at the Annual Meeting.

Appendix D-2 to this Proxy Statement contains the Amended and Restated Articles with changes marked to reflect the successful approvals of each of Proposals 6, 7 and 8 and Appendix E to this Proxy Statement contains a marked copy reflecting only the Board Declassification Amendment. Notwithstanding the foregoing, the approval of each of Proposals 6, 7 and 8 are not dependent on one another. Accordingly, if any of Proposal 6, 7 and 8 are not approved, the corresponding amendments marked in each of Sections 6.1.B(1), 6.1.B(2) and 10.3, respectively, will not be included in the Amended and Restated Articles when filed with the Pennsylvania Department of State. However, the filing of the Amended and Restated Articles is subject to, and contingent upon, the approval of Proposal 5, even if this Proposal 6 is approved by the shareholders at the Annual Meeting.

Background and Governance Considerations

The Company’s current Articles of Incorporation divide the Board into three classes, with the terms of office of the three classes of directors ending in successive years. As set forth in Section 1724(b)(1) of the PBCL, such classes are as nearly equal in number as possible.

If the Declassification Amendment is approved by the Company’s shareholders at the Annual Meeting, subject to the approval of Proposal 5 and the filing of the Amended and Restated Articles, the directors with terms expiring at this Annual Meeting will be elected to a one-year term, and each class elected at annual meetings of shareholders after this Annual Meeting will also be elected to a one-year term. As a result, if the Declassification Amendment is approved by the shareholders, the Board will no longer be divided into classes beginning at the 2028 Annual Meeting of Shareholders. Further, pursuant to Section 1726(a) of the PBCL, if and when the Declassification Amendment becomes effective and the current term of any incumbent director to which he or she was previously selected ends, shareholders will have the power to remove any director with or without cause and a replacement director may be selected by the shareholders.

As announced on February 14, 2025, the Board determined to submit the Declassification Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. The Board believes that annual director elections will allow for increased shareholder engagement on Board composition and director performance, while the phased declassification provides for a smooth transition through the declassification process.

Effect of the Board Declassification Amendment

If approved by our shareholders at the Annual Meeting, the Board Declassification Amendment as described in this Proposal 6 and as further set forth on Appendix E will become effective immediately upon filing of the Amended and Restated Articles with the Pennsylvania Department of State. If our shareholders approve any or all of Proposals 6, 7 or 8, as well as Proposal 5, the Amended and Restated Articles that are filed with the Pennsylvania Department of State will include the amendments to Sections 6.1.B(1), 6.1.B(2) and 10.3 to the extent the corresponding Proposals 6, 7 or 8, respectively, are approved, as well as the changes described under

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“Description of Other Immaterial Changes” below, subject to the approval of Proposal 5. If our shareholders do not approve the Board Declassification Amendment, Section 6.1.B of the Articles of Incorporation will not reflect the Board Declassification Amendment.

Vote Required

Because this Proposal 6 has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote, a quorum being present, are required to approve the Board Declassification Amendment. Abstentions and broker non-votes will not have any legal effect of on whether this Proposal 6 is approved.

Description of Other Immaterial Changes

The Amended and Restated Articles included as Appendix D-1 and Appendix D-2 to this Proxy Statement also reflect certain immaterial changes to modernize, streamline and align the provisions therein in light of the proposed amendments. These changes, which we believe do not substantively affect shareholder rights, include (i) updates to certain statutory references in Article THIRD and Sections 5.3.E(1), 10.1.B(3), 10.1.E. and 10.1.H.; (ii) updates to Sections 5.2.D. and 5.3.E(2) to refer to the Amended and Restated Articles as “these Amended and Restated Articles of Incorporation;” (iii) updates to Section 10.1 to the definition of “Subsidiary” to include any “person (other than a natural person)” and to utilize such definition for purposes of Article TENTH in addition to Articles SIXTH and NINTH; and (iv) certain modifications to grammar in Sections 6.1.C. and 8.1. We believe that all the changes set forth in the Amended and Restated Articles included as Appendix D-1 and Appendix D-2 to this Proxy Statement other than changes in the following provisions are immaterial changes: Sections 6.1.B(1), 6.1.B(2) and 10.3.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE BOARD DECLASSIFICATION AMENDMENT. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 7

APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO ADOPT A MAJORITY OF VOTES CAST STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS

On January 2, 2026, the Board voted to approve, and to recommend to shareholders that they approve, the Amended and Restated Articles, which, among other things, adopt a majority of votes cast standard in uncontested elections of directors (the “Majority Voting Standard Amendment”) (which changes are marked in Appendix F to this Proxy Statement). If approved by the shareholders at the Annual Meeting, the Company would adopt this Proposal 7 by causing the filing of the Amended and Restated Articles reflecting the Uncontested Elections Voting Amendment with the Pennsylvania Department of State, subject to the approval of Proposal 5 at the Annual Meeting.

Appendix D-2 to this Proxy Statement contains the Amended and Restated Articles with changes marked to reflect the successful approvals of each of Proposals 6, 7 and 8 and Appendix F to this Proxy Statement contains a marked copy reflecting only the Majority Voting Standard Amendment. Notwithstanding the foregoing, the approval of each of Proposals 6, 7 and 8 are not dependent on one another. Accordingly, if any of Proposal 6, 7 and 8 are not approved, the corresponding amendments marked in each of Sections 6.1.B(1), 6.1.B(2) and 10.3, respectively, will not be included in the Amended and Restated Articles when filed with the Pennsylvania Department of State. However, the filing of the Amended and Restated Articles is subject to, and contingent upon, the approval of Proposal 5, even if this Proposal 7 is approved by the shareholders at the Annual Meeting.

Background and Governance Considerations

Currently, all director elections are subject to a plurality of votes cast standard. The Board had previously adopted a director resignation policy (described below under the section of this Proxy Statement captioned “General Information Regarding Corporate Governance—Board Composition and Corporate Governance”), pursuant to which directors who do not receive at least a majority of votes cast in an uncontested director election must tender his or her resignation, subject to review by the Board of Directors. The Majority Voting Standard Amendment would provide that at an uncontested election of directors, a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, and that directors who are not re-elected pursuant to such standard would be required to resign subject to the Board’s review under the Company’s director resignation policy.

As announced on February 14, 2025, the Board determined to submit the Majority Voting Standard Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. While the Majority Voting Standard Amendment will be substantially similar to the effect of the Company’s existing director resignation policy, the Board believes that adopting a majority voting standard is responsive to shareholder feedback and market best practices.

Effect of the Uncontested Elections Voting Amendment

If approved by our shareholders at the Annual Meeting, the Uncontested Elections Voting Amendment as described in this Proposal 7 and as further set forth on Appendix F will become effective immediately upon filing of the Amended and Restated Articles with the Pennsylvania Department of State. If our shareholders approve any or all of Proposals 6, 7 or 8, as well as Proposal 5, the Amended and Restated Articles that are filed with the Pennsylvania Department of State will include the amendments to Sections 6.1.B(1), 6.1.B(2) and 10.3 to the extent the corresponding Proposals 6, 7 or 8, respectively, are approved, as well as the changes described under “Description of Other Immaterial Changes” below, subject to the approval of Proposal 5. If our shareholders do not approve the Uncontested Elections Voting Amendment, Section 6.1.B(2) of the Articles of Incorporation will not be included in the Amended and Restated Articles and the changes to the Company’s Corporate Governance Guidelines described under “General Information Regarding Corporate Governance—Board Composition and Corporate Governance” will not be effected.

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Vote Required

Because this Proposal 7 has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote, a quorum being present, are required to approve the Uncontested Elections Voting Amendment. Abstentions and broker non-votes will not have any legal effect on whether this Proposal 7 is approved.

Description of Other Immaterial Changes

The Amended and Restated Articles included as Appendix D-1 and Appendix D-2 to this Proxy Statement also reflect certain immaterial changes to modernize, streamline and align the provisions therein in light of the proposed amendments. These changes, we believe which do not substantively affect shareholder rights, include (i) updates to certain statutory references in Article THIRD and Sections 5.3.E(1), 10.1.B(3), 10.1.E. and 10.1.H.; (ii) updates to Sections 5.2.D. and 5.3.E(2) to refer to the Amended and Restated Articles as “these Amended and Restated Articles of Incorporation;” (iii) updates to Section 10.1 to the definition of “Subsidiary” to include any “person (other than a natural person)” and to utilize such definition for purposes of Article TENTH in addition to Articles SIXTH and NINTH; and (iv) certain modifications to grammar in Sections 6.1.C. and 8.1. We believe all the changes set forth in the Amended and Restated Articles included as Appendix D-1 and Appendix D-2 to this Proxy Statement other than changes in the following provisions are immaterial changes: Sections 6.1.B(1), 6.1.B(2) and 10.3.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE UNCONTESTED ELECTIONS VOTING AMENDMENT. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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PROPOSAL 8

APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS

On January 2, 2026, the Board voted to approve, and to recommend to shareholders that they approve, the Amended and Restated Articles, which, among other things, eliminate supermajority voting requirements that are currently required for certain amendments to the Company’s Articles of Incorporation (the “Supermajority Voting Amendment”) (which changes are marked in Appendix G to this Proxy Statement). If approved by the shareholders at the Annual Meeting, the Company would adopt this Proposal 8 by causing the filing of the Amended and Restated Articles reflecting the Supermajority Voting Amendment with the Pennsylvania Department of State, subject to the approval of Proposal 5 at the Annual Meeting.

Appendix D-2 to this Proxy Statement contains the Amended and Restated Articles with changes marked to reflect the successful approvals of each of Proposals 6, 7 and 8 and Appendix G to this Proxy Statement contains a marked copy reflecting only the Supermajority Voting Amendment. Notwithstanding the foregoing, the approval of each of Proposals 6, 7 and 8 are not dependent on one another. Accordingly, if any of Proposal 6, 7 and 8 are not approved, the corresponding amendments marked in each of Sections 6.1.B(1), 6.1.B(2) and 10.3, respectively, will not be included in the Amended and Restated Articles when filed with the Pennsylvania Department of State. However, the filing of the Amended and Restated Articles is subject to, and contingent upon, the approval of Proposal 5, even if this Proposal 8 is approved by the shareholders at the Annual Meeting.

Background and Governance Considerations

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to eliminate supermajority voting requirements that are currently required for certain amendments to the Company’s Articles of Incorporation. Amendments to the Articles of Incorporation currently require the affirmative votes of (a) the holders of at least 80% of the voting power of all then outstanding shares of the Company’s voting stock, voting together as a single class and (b) the holders of at least a majority of the voting power of the then outstanding shares of the Company’s voting stock which are not beneficially owned by any Interested Shareholder (as defined in the Articles of Incorporation), voting together as a single class, unless such amendment is recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors (as defined in the Articles of Incorporation) then in office. If the Supermajority Voting Amendment is approved by shareholders at the Annual Meeting, amendments to the Articles of Incorporation would require approval by a least a majority of the voting power of the then outstanding shares of the Company’s voting stock.

As announced on February 14, 2025, the Board determined to submit the Supermajority Voting Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. We believe that eliminating existing supermajority voting requirements for certain amendments to the Company’s Articles of Incorporation in favor of a majority of votes cast requirement will further empower shareholders in exercising their shareholder franchise.

Effect of the Supermajority Voting Amendment

If approved by our shareholders at the Annual Meeting, the Supermajority Voting Amendment as described in this Proposal 8 and as further set forth on Appendix G will become effective immediately upon filing of the Amended and Restated Articles with the Pennsylvania Department of State. If our shareholders approve any or all of Proposals 6, 7 or 8, as well as Proposal 5, the Amended and Restated Articles that are filed with the Pennsylvania Department of State will include the amendments to Sections 6.1.B(1), 6.1.B(2) and 10.3 to the extent the corresponding Proposals 6, 7 or 8, respectively, are approved, as well as the changes described under “Description of Other Immaterial Changes” below, subject to the approval of Proposal 5. If our shareholders do

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not approve the Supermajority Voting Amendment, Section 10.3 of the Articles of Incorporation will remain unchanged.

Vote Required

Because this Proposal 8 has been recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors then in office, the affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote, a quorum being present, are required to approve the Supermajority Voting Amendment. Abstentions and broker non-votes will not have any legal effect on whether this Proposal 8 is approved.

Description of Other Immaterial Changes

The Amended and Restated Articles included as Appendix D-1 and Appendix D-2 to this Proxy Statement also reflect certain immaterial changes to modernize, streamline and align the provisions therein in light of the proposed amendments. These changes, which we believe do not substantively affect shareholder rights, include (i) updates to certain statutory references in Article THIRD and Sections 5.3.E(1), 10.1.B(3), 10.1.E. and 10.1.H.; (ii) updates to Sections 5.2.D. and 5.3.E(2) to refer to the Amended and Restated Articles as “these Amended and Restated Articles of Incorporation;” (iii) updates to Section 10.1 to the definition of “Subsidiary” to include any “person (other than a natural person)” and to utilize such definition for purposes of Article TENTH in addition to Articles SIXTH and NINTH; and (iv) modifications to grammar in Sections 6.1.C. and 8.1. We believe that all the changes set forth in the Amended and Restated Articles included as Appendix D-1 and Appendix D-2 to this Proxy Statement other than changes in the following provisions are immaterial changes: Sections 6.1.B(1), 6.1.B(2) and 10.3.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” SUPERMAJORITY VOTING AMENDMENT. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the WHITE proxy card.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company’s Articles of Incorporation divide its voting stock into three (3) classes: Preferred Stock, and Class A and Class B Common Stock. At the present time, no shares of Preferred Stock or Class B Common Stock are issued or outstanding. The following information is furnished with respect to persons who the Company believes, based on its records and filings made with the SEC, beneficially own five percent or more of the outstanding shares of Common Stock of the Company, and with respect to directors, individuals nominated to serve as directors, officers and executive management. Those individuals with more than five percent of the Company’s Common Stock could be deemed to be “control persons” of the Company.

This information presented is as of November 30, 2025, except as otherwise noted. The percentage ownership calculation is based on 31,088,731 shares of Common Stock outstanding.

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Stock Ownership Guidelines

The Company has established guidelines for stock ownership by management, which are intended to promote the alignment of the interests of management with the Company’s shareholders. As more fully described under “Compensation Discussion and Analysis” of this Proxy Statement, the guidelines provide for ownership by management of shares of the Company’s Common Stock with a minimum market value ranging up to six times base salary depending upon the individual’s position with the Company. Individuals are expected to achieve compliance with these guidelines within a reasonable period of time after appointment to their respective positions.

For purposes of these guidelines, stock ownership includes all shares directly owned (including shares held under the Employee Stock Purchase Plan and time-vesting restricted share units or shares) but does not include outstanding stock options or unvested performance-based restricted share units or shares. Immediate compliance with these guidelines is not mandatory; however, individuals are expected to undertake a program to achieve compliance within five years of their hire date or promotion to their respective position. The ownership policy mandates that at least 50% of the after-tax shares realized upon an option exercise or vesting of restricted stock or restricted share units must be retained until the ownership guideline is met. Compliance with these ownership

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guidelines is one of the factors considered by the Compensation Committee in determining eligibility for participation in the Company’s equity compensation programs. As of November 30, 2025, all NEOs (as defined below) exceeded or were on track within the five-year requirement to meet the Company’s stock ownership guidelines, and were therefore in compliance with, the Company’s stock ownership guidelines.

The Company has also adopted guidelines for stock ownership by non-employee directors, which require that each director maintain ownership of shares of the Company’s Common Stock (either directly, through restricted shares or restricted share units issued under the Company’s Director Fee Plan or through shares held in a deferred stock compensation account for the benefit of the director under the Company’s Director Fee Plan) with a market value approximating five times the current annual retainer ($90,000). Directors are expected to achieve compliance with these guidelines within a reasonable period of time after becoming a director. As of November 30, 2025, all of the directors had exceeded, and were therefore in compliance with, the Company’s stock ownership guidelines or are within the reasonable time period for compliance.

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EXECUTIVE COMPENSATION AND RETIREMENT BENEFITS

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with the Company’s management. Based upon such review and discussion, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2026 Proxy Statement, and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.

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COMPENSATION DISCUSSION AND ANALYSIS

Matthews International Corporation’s Named Executive Officers in Fiscal 2025

The Company’s executive compensation policies are administered by the Compensation Committee of the Board of Directors. The Compensation Committee consists of four independent directors: Mr. Wlodarczyk (Chairperson), Ms. Dietze, Mr. Nauman and Mr. O’Brien. Compensation for the Company’s Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executives is presented in the Summary Compensation Table and the other tables that follow.

Executive Summary

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvements in the Company’s operating results and appreciation in our stock value.

To underscore the importance of “pay-for-performance” in our compensation philosophy and our Company’s culture, our Compensation Committee (referred to throughout this section as the “Committee”) has developed incentive arrangements based on rigorous performance standards. Our annual incentive compensation plan rewards executives for the attainment of adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”), economic value added and adjusted operating cash flow targets. For purposes of our annual incentive plan, “economic value added” is the measure of adjusted EBITDA compared to the cost of the capital utilized to generate this income. Adjusted operating cash flow is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital of the Company’s business units. Our long-term incentive plan awards that were granted in fiscal 2025 reward participants for the achievement of share price targets and return on invested capital value (“ROIC”).

The principal objectives of the Company’s executive compensation program for our named executive officers (“NEOs”) and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of our philosophy is to:

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Our compensation philosophy targets the market median for all elements of compensation relative to companies similar in size.

At the Company’s annual meeting held in February 2025, over 91% of votes cast were in support of the compensation of our NEOs. Given this level of support, the Committee believes that the Company’s executive compensation programs appropriately link our executive compensation to the performance of the Company and reflect contemporary practices. The Committee remains committed to routinely reviewing and updating our executive compensation program as appropriate.

In addition, the Committee routinely evaluates feedback from the Company’s annual outreach efforts with its largest shareholders and has deemed that the current executive compensation design aligns with the expectations of our shareholders. No critical feedback was received from shareholders that suggested the Committee needed to revise the design of a particular compensation policy or practice. Therefore, based on the results of our latest Say-on-Pay vote and feedback from investors, the Committee maintained its core executive compensation design. A summary of our executive compensation program for fiscal 2025 is included in the table below.

Our executive compensation program is comprised of the following key elements. Each is designed to meet the objectives of our executive compensation program as established by the Committee:

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The following executive compensation practices and policies have been adopted by the Committee to ensure sound corporate governance and alignment of the interests of executives and the Company’s shareholders. Many of these policies and practices have been adopted to discourage excessive risk-taking by our executive team.

What We Do:

What We Don’t Do:

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The Committee emphasizes the importance of achievement of the Company’s strategies and corresponding performance objectives in its executive compensation philosophies and, as a result, rewards executives for performance against pre-established targets and creation of shareholder value. The Committee targets base salaries at market median levels, which were determined by the Committee’s independent consultant based on Matthews’ peer companies and other appropriate market survey data. As noted in the pie chart below, variable, at-risk compensation accounted for 81% of our CEO’s target compensation.

Key performance indicators considered by the Committee in November 2024 in determining Mr. Bartolacci’s compensation for 2025 were as follows:

In consideration of the Committee’s executive compensation philosophy and the Company’s performance, the Committee approved the following compensation changes in November 2024:

Based on the Company’s fiscal 2025 performance relative to pre-established adjusted EBITDA, economic value added and adjusted operating cash flow targets, Mr. Bartolacci earned annual incentive compensation at 68% of his target for fiscal 2025 (see Annual Incentive Compensation below). Mr. Bartolacci’s total compensation (as reflected in the Summary Compensation Table) declined in fiscal 2025 compared to fiscal 2024 reflecting the performance-based elements of his compensation.

Compensation related to changes in pension value and non-qualified deferred plan compensation relates to Mr. Bartolacci’s participation in the Company’s non-qualified Management Deferred Compensation Plan.