Glass Lewis backs all 3 Barington nominees in Matthews International fight

By Svea Herbst-Bayliss

NEW YORK (Reuters) - Proxy advisory firm Glass Lewis recommended that Matthews International shareholders elect all three of activist Barington Capital's director nominees to the casket maker's board, arguing that they would offer the company positive changes.

Glass Lewis wrote in a report seen by Reuters on Sunday that Matthews' 11-member board should be refreshed given the company's "protracted underperformance."

The share price has dropped 24% over the last five years, closing at $26.55 on Friday.

Barington's three proposed directors, including founder James Mitarotonda, offer shareholders "a reasonable, credible and incremental slate of candidates, as well as a more promising roadmap than would be pursued if the Matthews' board continues in its current form," the report said.

Three proxy advisory firms whose recommendations guide investors on how to vote in corporate elections have endorsed Barington's nominees.

New directors are needed, Barington argues, to help push up the share price as well as find a replacement for Matthews' long-serving CEO, Joseph Bartolacci, and consider changes to its strategy, including making some divestments.

The hedge fund owns a nearly 2% stake in Matthews, which has a market valuation of $822 million.

Matthews, which also makes products for cemeteries, funeral homes and crematories, announced plans last month to sell its interest in brand and content production agency SGK Brand Solutions, but the move failed to mollify Barington.

Shareholders will have until the company's annual meeting on February 20 to cast votes in the fiercely contested board room fight.

GAMCO Asset Management, which owns 4.39% of Matthews, said last month that it plans to back the company's nominees this year but added that it may submit a shareholder proposal on corporate governance next year if improvements are not made.

Matthews' directors do not all stand for election annually, something that concerns corporate governance experts.

(Reporting by Svea Herbst-Bayliss; Editing by Mark Porter)

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