What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-11-17 compared with 2022-11-18 · 37 added, 35 removed, 199 unchanged (27% of the section changed)

12 unchanged sentences

OTHER INFORMATION.

(b) Securities Trading Plans of Directors and Executive Officers.

None of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2023.

In addition, the Company did not adopt or terminate any Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

13 unchanged sentences

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 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.

Under the 2017 Equity Incentive Plan, which has a ten-year term from the date the Company's Board of Directors approved of the amendment and restatement 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.

4 unchanged sentences

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

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.

3 unchanged sentences

The Company issues common stock from treasury shares once vested.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

With respect to outstanding stock option grants, options vest in one-third increments annually over three years from the grant date.

1 unchanged sentence

The Company generally settles employee stock option exercises with treasury shares.

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

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.

The annual retainer fee for fiscal 2022 paid to a non-employee Chairman of the Board is $210,000.

Under the Amended and Restated 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2023, either cash or shares of the Company's Class A Common Stock with a value equal to $90,000.

The annual retainer fee for fiscal 2023 paid to the non-employee Chairman of the Board is $210,000.

Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board.

The total number of shares of stock that have been authorized to be issued under the 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 150,000 shares of Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits).

The total number of shares of stock that have been authorized to be issued under the Amended and Restated 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 300,000 shares of Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2019 Director Fee Plans at the Company's 2023 Annual Shareholder Meeting.

The value of deferred shares is recorded in other liabilities.

2 unchanged sentences

As of September 30, 2023, 336,127 restricted shares and restricted share units have been granted under the Director Fee Plans, 162,898 of which were issued under the 2019 Director Fee Plan.

58,008 restricted shares and restricted share units are unvested at September 30, 2022.

60,057 restricted share units are unvested at September 30, 2023 under the Director Fee Plans.

The following table provides information about grants under the Company's equity compensation plans as of September 30, 2023:

21 unchanged sentences

(3) Includes (1) shares reserved under 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) shares reserved under 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;

(2) shares reserved under the 2019 Amended and Restated 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.

3 unchanged sentences

The information required by this item as to certain relationships and transactions with management and other related parties of the Company is hereby incorporated by reference from the information appearing under the captions "Proposal No.

1 – Election of Directors" and "Certain Transactions" in the Company's definitive proxy statement, which involves the election of directors and is to be filed with the SEC pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2022.

1 – Election of Directors" and "Certain Transactions with Related Persons" in the Company's definitive proxy statement, which involves the election of directors and is to be filed with the SEC pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2023.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

23 unchanged sentences

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, as amended January 8, 2021 *

Exhibit Number 3.1 to the Current Report on Form 8-K filed on January 14, 2021

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

3.2 Amended and Restated By-laws of Matthews International Corporation

Filed Herewith

4.1 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

3 unchanged sentences

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

Exhibit 4.6 to the Annual Report on Form 10-K for the year ended September 30, 2020

4.4 Description of Securitie s

Filed Herewith

10.1 Shareholder's Agreement, dated as of March 16, 2014, by and among Matthews International Corporation, the Shareholders named therein and David A.

15 unchanged sentences

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

10.8 a Amended and Restated 2014 Director Fee Plan *

2 unchanged sentences

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

10.10 a 2012 Equity Incentive Plan *

6 unchanged sentences

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

10.14 a 2019 Director Fee Plan *

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

10.14 a Matthews International Corporation Amended and Restated 2019 Director Fee Plan *

Exhibit Number 10.1 to the Current Report on Form 8-K filed on February 17, 2023

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

9 unchanged sentences

10.20 Third Amendment to Third Amended and Restated Loan Agreement*

Filed Herewith

Exhibit Number 10.20 to the Annual Report on Form 10-K for the year ended September 30, 2022

10.21 Agreement, dated as of December 30, 2022, by and among Matthews International Corporation, Barington Companies Equity Partners, L.P., Barington Capital Group, L.P.

and Barington Companies Management, LLC*

Exhibit Number 10.1 to the Current Report on Form 8-K filed on December 30, 2022

10.22 a Matthews International Corporation Management Deferred Compensation Plan*

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q filed on January 27, 2023

10.23 Fourth Amendment to Third Amended and Re stated Loan Agreement*

Exhibit Number 10.2 to the Quarterly Report on Form 10-Q filed on April 28, 2023

14.1 Form of Code of Ethics Applicable to Executive Management *

2 unchanged sentences

Filed Herewith

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

23.1 Consent of Independent Registered Public Accounting Firm

4 unchanged sentences

Filed Herewith

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

32.1 Certification Pursuant to 18 U.S.C.

4 unchanged sentences

Furnished Herewith

97 Matthews International Corporation Clawback Policy

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

26 unchanged sentences

/s/ Gregory S.

Babe /s/ Don W.

Babe, Director Don W.

Quigley, Jr., Director

Babe /s/ Aleta W.

Babe, Director Aleta W.

Richards, Director

/s/ Katherine E.

8 unchanged sentences

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