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Item 9A. Controls and Procedures

2020-11-20 compared with 2019-11-22 · 73 added, 76 removed, 147 unchanged (50% of the section changed)

14 unchanged sentences

In addition to the information reported in Part I of this Annual Report on Form 10-K, under the caption "Officers and Executive Management of the Registrant," the information required by this item as to the directors of the Company is hereby incorporated by reference from the information appearing under the captions "General Information Regarding Corporate Governance – Audit Committee," "Proposal No.

1 – Elections of Directors" and "Compliance with Section 16(a) of the Exchange Act" in the Company's definitive proxy statement, which involves the election of the directors and is to be filed with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2019 .

1 – Elections of Directors" and "Delinquent Section 16(a) Reports" in the Company's definitive proxy statement, which involves the election of the directors and is to be filed with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2020.

The Company's Code of Ethics Applicable to Executive Management is set forth in Exhibit 14.1 hereto.

10 unchanged sentences

There will be no further grants under the 2012 Equity Incentive Plan, the 2007 Equity Incentive Plan, or the 1992 Incentive Stock Plan.

At September 30, 2019 , there were 1,700,000 shares reserved for future issuance under the 2017 Equity Incentive Plan, including 262,000 restricted share units that were granted during fiscal 2019 .

At September 30, 2020, there were 1,700,000 shares reserved for future issuance under the 2017 Equity Incentive Plan.

565,860 restricted share units have been granted under the 2017 Equity Incentive Plan and are outstanding as of September 30, 2020.

All plans are administered by the Compensation Committee of the Board of Directors.

5 unchanged sentences

The number of units that vest depend on certain time and performance thresholds.

Approximately forty percent of the shares vest based on time, while the remaining vest based on pre-defined performance thresholds.

Approximately thirty-eight percent of the shares vest based on time, while the remaining vest based on pre-defined performance thresholds.

The Company issues common stock from treasury shares once vested.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

The Company maintains the 2019 Director Fee Plan, the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan (collectively, the "Director Fee Plans").

The 2019 Director Fee Plan was approved by the Company’s shareholders at the 2019 Annual Meeting of Shareholders on February 21, 2019.

There will be no further fees or share-based awards granted under the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan.

4 unchanged sentences

The value of deferred shares is recorded in other liabilities.

A total of 25,682 shares had been deferred under the Director Fee Plans at September 30, 2019 .

A total of 30,764 shares and share units had been deferred under the Director Fee Plans at September 30, 2020.

Additionally, non-employee directors each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares or units) with a value of $125,000 for fiscal year 2020.

196,266 restricted shares and restricted share units have been granted under the Director Fee Plans, 23,037 of which were issued under the 2019 Director Fee Plan.

34,542 restricted shares and restricted share units are unvested at September 30, 2019 .

241,378 restricted shares and restricted share units have been granted under the Director Fee Plans, 68,149 of which were issued under the 2019 Director Fee Plan and are unvested at September 30, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

The following table provides information about grants under the Company's equity compensation plans as of September 30, 2020:

Equity Compensation Plan Information

Plan category

Number of securities

Plan category Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted-average

warrants and rights Weighted-average

exercise price

1 unchanged sentence

options, warrants

Number of securities

and rights Number of securities

remaining available

4 unchanged sentences

Equity compensation plans approved by security holders 30,764 $ — 3,263,225 (1)

Equity compensation plans not approved by security holders

(1) Includes the 2017 Equity Incentive Plan, which provides for the grant or award of stock options, restricted shares, stock-based performance units and certain other typer of stock based awards, with a maximum of 1,700,000 shares available for grants and awards, as well as shares under the Employee Stock Purchase Plan that are purchased in the open market by employees at the fair market value of the Company's stock.

Equity compensation plans not approved by security holders None None None

Total 30,764 $ — 3,263,225

(1) Includes (1) the 2017 Equity Incentive Plan, which provides for the grant or award of stock options, restricted shares, stock-based performance units and certain other types of stock based awards;

(2) the 2019 Director Fee Plan, which provides for the grant, award or deferral of stock options, restricted shares, stock-based performance units and certain other types of stock based awards and compensation;

and (3) the shares purchased under the Employee Stock Purchase Plan which are purchased in the open market by employees at the fair market value of the Company's stock.

The Company provides a matching contribution of 10% of such purchases subject to certain limitations under the Employee Stock Purchase Plan.

13 unchanged sentences

Consolidated Statements of Income for the years ended September 30, 2020, 2019 and 2018 40

Consolidated Statements of Comprehensive Income for the years ended September 30, 2019, 2018

Consolidated Statements of Comprehensive Income for the years ended September 30, 2020, 2019 and 2018 41

Consolidated Statements of Shareholders' Equity for the years ended September 30, 2020, 2019 and 2018 42

11 unchanged sentences

Exhibits marked with an "a" represent a management contract or compensatory plan, contract or arrangement required to be filed by Item 601(b)(10)(iii) of Regulation S-K.

Prior Filing or Sequential Page Numbers Herein

Restated Articles of Incorporation*

Exhibit Number 3.1 to the Annual Report on Form 10-K for the year ended September 30, 1994

Description Prior Filing or Sequential Page Numbers Herein

3.1 Restated Articles of Incorporation* Exhibit Number 3.1 to the Annual Report on Form 10-K for the year ended September 30, 1994

3.2 Restated By-laws, Amended July 20, 2017 *

Exhibit Number 3.1 to the Current Report on Form 8-K filed on July 26, 2017

Form of Revised Option Agreement of Repurchase (effective October 1, 1993)*

Exhibit Number 4.5 to the Annual Report on Form 10-K for the year ended September 30, 1993

Form of Share Certificate for Class A Common Stock*

Exhibit Number 4.9 to the Annual Report on Form 10-K for the year ended September 30, 1994

4.1 a Form of Revised Option Agreement of Repurchase (effective October 1, 1993)* Exhibit Number 4.5 to the Annual Report on Form 10-K for the year ended September 30, 1993

4.2 Form of Share Certificate for Class A Common Stock* Exhibit Number 4.9 to the Annual Report on Form 10-K for the year ended September 30, 1994

4.3 Indenture, dated as of December 6, 2017, by and among Matthews, the Guarantors, and the Bank of New York Mellon Trust Company, as trustee *

2 unchanged sentences

Exhibit Number 4.2 to the Current Report on Form 8-K filed on December 7, 2017

Second Amended and Restated Loan Agreement *

Exhibit Number 10.1 to the Current Report on Form 8-K filed on April 28, 2016

First Amendment to Second Amended and Restated Loan Agreement *

Exhibit Number 10.1 to the Current Report on Form 8-K filed on November 22, 2017

4.5 Registration Rights Agreement

Exhibit Number 10.1 to the Current Report on Form 8-K filed on September 25, 2020

4.6 Description of Securities

Filed Herewith

10.1 Purchase Agreement dated December 1, 2017 by and among Matthews International Corporation Guarantors and J.P.

4 unchanged sentences

Exhibit Number 10.2 to the Current Report on Form 8-K filed on March 19, 2014

Employment Agreement as of the 29th day of July 2014, by and between Matthews International Corporation, a Pennsylvania corporation, and David Schawk

10.3 a Employment Agreement as of the 29th day of July 2014, by and between Matthews International Corporation, a Pennsylvania corporation, and David Schawk

Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on January 20, 2015

Form of Schawk Family Share Purchase Agreement

10.4 a Form of Schawk Family Share Purchase Agreement

Exhibit Number 10.1 to the Current Report on Form 8-K filed on May 16, 2016

Supplemental Retirement Plan (as amended through April 23, 2009) *

10.5 a Supplemental Retirement Plan (as amended through April 23, 2009) *

Exhibit Number 10.5 to the Annual Report on Form 10-K for the year ended September 30, 2010

Officers Retirement Restoration Plan (effective

10.6 a Officers Retirement Restoration Plan (effective

April 23, 2009) *

2 unchanged sentences

EXHIBITS INDEX, Continued

Prior Filing or Sequential Page Numbers Herein

1992 Stock Incentive Plan (as amended through

Description Prior Filing or Sequential Page Numbers Herein

10.7 a 1992 Stock Incentive Plan (as amended through

April 25, 2006) *

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2006

Form of Stock Option Agreement *

10.8 a Form of Stock Option Agreement *

Exhibit Number 10.7 to the Annual Report on Form 10-K for the year ended September 30, 2008

Form of Restricted Stock Agreement *

10.9 a Form of Restricted Stock Agreement *

Exhibit Number 10.8 to the Annual Report on Form 10-K for the year ended September 30, 2008

1994 Director Fee Plan (as amended through

10.10 a 1994 Director Fee Plan (as amended through

April 22, 2010) *

Exhibit Number 10.7 to the Annual Report on Form 10-K for the year ended September 30, 2013

Amended and Restated 2014 Director Fee Plan *

10.11 a Amended and Restated 2014 Director Fee Plan *

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017

1994 Employee Stock Purchase Plan *

10.12 a 1994 Employee Stock Purchase Plan *

Exhibit Number 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1995

2007 Equity Incentive Plan (as amended through September 26, 2008) *

10.13 a 2007 Equity Incentive Plan (as amended through September 26, 2008) *

Exhibit Number 10.11 to the Annual Report on Form 10-K for the year ended September 30, 2008

2012 Equity Incentive Plan *

10.14 a 2012 Equity Incentive Plan *

Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on January 22, 2013

2015 Incentive Compensation Plan *

10.15 a 2015 Incentive Compensation Plan *

Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on January 19, 2016

2017 Equity Incentive Plan *

10.16 a 2017 Equity Incentive Plan *

Exhibit Number 99.1 to the Registration Statement on Form S-8 filed on May 3, 2019

Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan *

10.17 a Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan *

Exhibit Number 99.2 to the Registration Statement on Form S-8 filed on May 3, 2019

2019 Director Fee Plan *

10.18 a 2019 Director Fee Plan *

Exhibit Number 99.3 to the Registration Statement on Form S-8 filed on May 3, 2019

Form of Restricted Stock Unit Agreement under the 2019 Director Fee Plan *

10.19 a Form of Restricted Stock Unit Agreement under the 2019 Director Fee Plan *

Exhibit Number 99.4 to the Registration Statement on Form S-8 filed on May 3, 2019

Form of Change in Control Agreement *

10.20 a Form of Change in Control Agreement *

Exhibit Number 10.1 to Current Report on Form 8-K filed on October 3, 2019

10.21 Third Amended and Restated Loan Agreement*

Exhibit Number 10.1 to the Current Report on Form 8-K filed on March 30, 2020

14.1 Form of Code of Ethics Applicable to Executive Management *

2 unchanged sentences

Filed Herewith

Consent of Independent Registered Public Accounting Firm

Filed Herewith

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Prior Filing or Sequential Page Numbers Herein

Description Prior Filing or Sequential Page Numbers Herein

23.1 Consent of Independent Registered Public Accounting Firm

Filed Herewith

31.1 Certification of Principal Executive Officer for Joseph C.

8 unchanged sentences

Furnished Herewith

XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed Herewith

XBRL Taxonomy Extension Schema

Filed Herewith

XBRL Taxonomy Extension Calculation Linkbase

Filed Herewith

XBRL Taxonomy Extension Definition Linkbase

Filed Herewith

XBRL Taxonomy Extension Label Linkbase

Filed Herewith

XBRL Taxonomy Extension Presentation Linkbase

Filed Herewith

101.INS XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed Herewith

101.SCH XBRL Taxonomy Extension Schema Filed Herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Filed Herewith

101.DEF XBRL Taxonomy Extension Definition Linkbase Filed Herewith

101.LAB XBRL Taxonomy Extension Label Linkbase Filed Herewith

101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed Herewith

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) Filed Herewith

Copies of any Exhibits will be furnished to shareholders upon written request.

3 unchanged sentences

MATTHEWS INTERNATIONAL CORPORATION

/s/ Joseph C.

By /s/ Joseph C.

President and Chief Executive Officer

1 unchanged sentence

/s/ Joseph C.

/s/ Steven F.

President and Chief Executive Officer

Chief Financial Officer and Secretary

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

/s/ Morgan K.

Turner, Chairman of the Board

O'Brien, Director

Bartolacci /s/ Steven F.

Bartolacci Steven F.

President and Chief Executive Officer Chief Financial Officer and Secretary

(Principal Executive Officer) (Principal Financial and Accounting Officer)

Turner /s/ Alvaro Garcia-Tunon

Turner, Chairman of the Board Alvaro Garcia-Tunon, Director

/s/ Gregory S.

Babe, Director

Quigley, Jr., Director

Babe /s/ Morgan K.

Babe, Director Morgan K.

O'Brien, Director

/s/ Katherine E.

Dietze, Director

Dietze /s/ Don W.

Dietze, Director Don W.

Quigley, Jr., Director

Dunlap /s/ David A.

Dunlap, Director David A.

Schawk, Director

Dunlap, Director

/s/ Lillian D.

Etzkorn /s/ Jerry R.

Etzkorn, Director Jerry R.

Whitaker, Director

/s/ Alvaro Garcia-Tunon

Alvaro Garcia-Tunon, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures