What changed in this filing

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Item 9A. Controls and Procedures

2022-11-18 compared with 2021-11-19 · 39 added, 28 removed, 195 unchanged (26% of the section changed)

12 unchanged sentences

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

9 unchanged sentences

Equity Compensation Plans:

The Company maintains an equity incentive plan (the "2017 Equity Incentive Plan") that provides for grants of stock options, restricted shares, restricted share units, stock-based performance units and certain other types of stock-based awards.

The Company maintains an equity incentive plan (as amended and restated, the "2017 Equity Incentive Plan") that provides for grants of stock options, restricted shares, restricted share units, stock-based performance units and certain other types of stock-based awards.

The Company also maintains equity incentive plans (the "2012 Equity Incentive Plan" and "2007 Equity Incentive Plan") and a stock incentive plan (the "1992 Incentive Stock Plan") that previously provided for grants of stock options, restricted shares, stock-based performance units and certain other types of stock-based awards.

Under the 2017 Equity Incentive Plan, which has a ten-year term, the maximum number of shares available for grants or awards is an aggregate of 1,700,000.

Under the 2017 Equity Incentive Plan, which has a ten-year term from the date the Company's Board of Directors approved of the 2017 Equity Incentive Plan, the maximum number of shares available for grants or awards is an aggregate of 3,450,000 (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2017 Equity Incentive Plan at the Company's 2022 Annual Shareholder Meeting.

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

In November 2021, the Board of Directors approved the Amended and Restated 2017 Equity Incentive Plan (the "Amended 2017 Plan"), which increases the maximum number of shares available for grants or awards to an aggregate of 3,450,000.

The Amended 2017 Plan is subject to shareholder approval at the February 2022 Annual Shareholder Meeting.

At September 30, 2022, 215,618 shares have been issued under the 2017 Equity Incentive Plan.

2 unchanged sentences

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

The number of shares issued under performance-based restricted share units may be up to 200% of the number of performance-based restricted share units, based on the satisfaction of specific criteria established by the plan administrator.

With respect to the restricted share grants, generally one-half of the shares vest on the third anniversary of the grant, one-quarter of the shares vest in one-third increments upon the attainment of pre-defined levels of adjusted earnings per share, and the remaining one-quarter of the shares vest in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company's Class A Common Stock.

Additionally, restricted shares cannot vest until the first anniversary of the grant date.

Unvested restricted shares generally expire on the earlier of three or five years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death.

The Company issues restricted shares from treasury shares.

Unvested restricted shares generally expire on the earlier of three or five years from the date of grant, upon

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death.

The Company issues restricted shares from treasury shares.

With respect to the restricted share unit grants, units generally vest on the third anniversary of the grant date.

8 unchanged sentences

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.

In November 2022, the Board of Directors approved the Amended and Restated 2019 Director Fee Plan, which increases the maximum number of shares available for grants or awards to an aggregate of 300,000.

The Amended and Restated 2019 Director Fee Plan is subject to shareholder approval at the February 2023 Annual Shareholder Meeting.

Under the 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2022, either cash or shares of the Company's Class A Common Stock with a value equal to $90,000.

4 unchanged sentences

A total of 45,475 shares and share units had been deferred under the Director Fee Plans at September 30, 2022.

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 2021.

As of September 30, 2022, 305,911 restricted shares and restricted share units have been granted under the Director Fee Plans, 132,682 of which were issued under the 2019 Director Fee Plan.

36 unchanged sentences

Management's Report to Shareholders 37

Report of Independent Registered Public Accounting Firm 36

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm 40

36 unchanged sentences

10.4 a Amendment to the Supplemental Retirement Plan

Filed herewith

Exhibit Number 10.4 to the Annual Report on Form 10-K for the year ended September 30, 2021

10.5 a Officers Retirement Restoration Plan (effective

2 unchanged sentences

10.6 a Amendment to the Officers Retirement Restoration Plan

Filed herewith

Exhibit Number 10.6 to the Annual Report on Form 10-K for the year ended September 30, 2021

10.7 a 1994 Director Fee Plan (as amended through

12 unchanged sentences

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

10.12 a 2017 Equity Incentive Plan *

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

10.12 a Amended and Restated 2017 Equity Incentive Plan *

Exhibit Number 99.1 to the Registration Statement on Form S-8 filed on April 29, 2022

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

10 unchanged sentences

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q filed on April 30, 2021

10.19 Second Amendment to Third Amended and Restated Loan Agreement*

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q filed on July 29, 2022

10.20 Third Amendment to Third Amended and Restated Loan Agreement*

Filed Herewith

14.1 Form of Code of Ethics Applicable to Executive Management *

8 unchanged sentences

Filed Herewith

32.1 Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Joseph C.

Furnished Herewith

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

2 unchanged sentences

32.1 Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Joseph C.

Furnished Herewith

32.2 Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Steven F.

14 unchanged sentences

President and Chief Executive Officer

Each person whose individual signature appears below hereby authorizes and appoints Joseph C.

Bartolacci, Steven F.

Nicola and Brian D.

Walters, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on November 18, 2022:

4 unchanged sentences

(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 /s/ Morgan K.

Babe, Director Morgan K.

/s/ Alvaro Garcia-Tunon /s/ Morgan K.

Alvaro Garcia-Tunon, Chairman of the Board Morgan K.

O'Brien, Director

/s/ Katherine E.

Dietze /s/ Don W.

Dietze, Director Don W.

/s/ Gregory S.

Babe /s/ Don W.

Babe, Director Don W.

Quigley, Jr., Director

Dunlap /s/ David A.

Dunlap, Director David A.

/s/ Katherine E.

Dietze /s/ David A.

Dietze, Director David A.

Schawk, Director

/s/ Lillian D.

Etzkorn /s/ Jerry R.

Etzkorn, Director Jerry R.

Dunlap /s/ Jerry R.

Dunlap, Director Jerry R.

Whitaker, Director

/s/ Lillian D.

Etzkorn, 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