Matthews announces governance changes as vote on boardroom fight looms

By Svea Herbst-Bayliss

NEW YORK (Reuters) - Matthews International on Friday announced a number of corporate governance changes aimed at pushing up the casket maker's stock price less than a week before shareholders cast votes in a bitter boardroom battle.

The company said it will appoint a new independent board chair by next year's annual meeting, select a new independent director with experience in batteries and EV technology solutions and ask shareholders to amend the company's bylaws next year to ensure all directors stand for election annually.

Investors, including hedge fund Barington Capital Group, have urged the company, which also makes products for cemeteries, funeral homes and crematories, to make these and other changes. Matthews is valued at roughly $800 million and its share price climbed more than 3% on Friday to close at $25.73.

Barington launched its proxy fight at Matthews, its first since 2015, to determine who will serve on the company's 11-member board. Investors have until February 20 to cast votes.

The hedge fund, which owns roughly 2% of the company's stock, nominated three candidates to replace the three directors who are standing for election this year. Fresh blood is needed on the board, Barington argues, to help push up the share price as well as find a replacement for Matthews' long-serving CEO, Joseph Bartolacci, and to consider changes to its strategy, including making some divestments.

On Friday, Barington's chairman and CEO, James Mitarotonda, who is also one of Barington's three director candidates, said: "Matthews’ 11th hour gamesmanship is a desperate attempt by Joseph Bartolacci and the current Matthews directors to perpetuate the status quo." He added that the moves were related to Barington's efforts but described them as "too little, too late."

All three proxy advisory firms, whose recommendations help guide investors' votes, urged shareholders to elect all three of Barington's candidates.

(This story has been corrected to change the name to Barington Capital Group, not Barington Capital Management, in paragraph 3)

(Reporting by Svea Herbst-Bayliss in New York; Editing by Matthew Lewis)

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