Matthews International elects new Chairman, approves governance amendments at annual meeting

MATTHEWS INTERNATIONAL CORP

Board re-elects Gebhardt, Richards, Schawk, Wlodarczyk as directors for 2027 term.
Shareholders adopt amendments declassifying board over three years, majority vote standard, and eliminating supermajority requirements.
J. Michael Nauman appointed Chairman, replacing retiring Alvaro Garcia-Tunon; Nauman is former CEO of Brady Corporation.
Shareholders approve Second Amended and Restated 2019 Director Fee Plan authorizing 250,000 additional shares (total 550,000).
All proposals passed with strong support; Ernst & Young ratified as auditor for FY2026.

item 5.02 item 5.07 item 5.03 item 7.01 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MATTHEWS INTERNATIONAL CORP: Shareholders approved amendments to declassify the board over three years, adopt majority voting in uncontested elections, and eliminate supermajority voting requirements, all contained in the Amended and Restated Articles (effective 2026-02-19).

Change: charter amendment
Effective: 2026-02-19

Exact text from the filing

The Board approved each of the amendments to the Current Articles, as well as the Amended and Restated Articles, and further approved their filing with the Pennsylvania Department of State, subject to receipt of shareholder approval at the Annual Meeting. On February 19, 2026, following the approval by the Company’s shareholders of each of Proposals 5, 6, 7, and 8 as set forth in the Proxy Statement at the Annual Meeting, the Company filed the Amended and Restated Articles accordingly. The Amended and Restated Articles became effective upon filing on February 19, 2026.

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Source: SEC EDGAR

accession 0001193125-26-059437

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