SEC Comment Letter 0000000000-25-000060 to MATTHEWS INTERNATIONAL CORP (MATW)
MATTHEWS INTERNATIONAL CORP
Date: Jan. 3, 2025 · CIK: 0000063296 · Accession: 0000000000-25-000060
AI Filing Summary & Sentiment
File numbers found in text: 000-09115
Letter
January 3, 2025 Brian Walters Executive Vice President and General Counsel Matthews International Corporation Two Northshore Center Pittsburgh, PA 15212 Re:Matthews International Corporation Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by Matthews International Corporation File No. 000-09115 Dear Brian Walters: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by Matthews International Corporation Questions and Answers About Our Annual Meeting, page 12 1.In Q&A 17 on page 19, we note your statement that a broker non-vote would occur when a stockholder did not provide voting instructions to their broker "at least 10 days before the Annual Meeting." Please explain why such a long lead time is required for stockholders who are beneficial owners to provide voting instructions. Background to the Solicitation, page 24 We note the following language on page 28: "two of the Barington Nominees acknowledged during their interviews that they had no knowledge of Matthews prior to their nomination, one of the Barington Nominees is currently employed by a Company that is a significant debt holder of a competitor of the Company and one of the Barington Nominees is well known to the Company, the Board and management." 2.
January 3, 2025 Page 2 Please identify the Barington Nominee(s) referenced for each statement. General 3.On the second page of the Notice of the Annual Meeting of the Stockholders, you ask stockholders to "indicate on the enclosed WHITE proxy card whether you will or will not be able to attend the Annual Meeting," however there does not appear to be a place on the proxy card to indicate such information. Please revise to ensure consistency between the proxy card and descriptions of the proxy card throughout the proxy statement. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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January 3, 2025
Brian Walters
Executive Vice President and General Counsel
Matthews International Corporation
Two Northshore Center
Pittsburgh, PA 15212
Re:Matthews International Corporation
Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by
Matthews International Corporation
File No. 000-09115
Dear Brian Walters:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by Matthews
International Corporation
Questions and Answers About Our Annual Meeting, page 12
1.In Q&A 17 on page 19, we note your statement that a broker non-vote would occur
when a stockholder did not provide voting instructions to their broker "at least 10 days
before the Annual Meeting." Please explain why such a long lead time is required for
stockholders who are beneficial owners to provide voting instructions.
Background to the Solicitation, page 24
We note the following language on page 28: "two of the Barington Nominees
acknowledged during their interviews that they had no knowledge of Matthews prior
to their nomination, one of the Barington Nominees is currently employed by a
Company that is a significant debt holder of a competitor of the Company and one of
the Barington Nominees is well known to the Company, the Board and management." 2.
January 3, 2025
Page 2
Please identify the Barington Nominee(s) referenced for each statement.
General
3.On the second page of the Notice of the Annual Meeting of the Stockholders, you ask
stockholders to "indicate on the enclosed WHITE proxy card whether you will or will
not be able to attend the Annual Meeting," however there does not appear to be a
place on the proxy card to indicate such information. Please revise to ensure
consistency between the proxy card and descriptions of the proxy card throughout the
proxy statement.
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at
202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions