What changed in this filing

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Item 9A. Controls and Procedures

2024-11-22 compared with 2023-11-17 · 45 added, 33 removed, 203 unchanged (28% of the section changed)

14 unchanged sentences

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, 2024.

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.

11 unchanged sentences

Equity Compensation Plans:

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 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 ("RSUs"), 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.

1 unchanged sentence

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 2024, the Board of Directors approved the Second Amended and Restated 2017 Equity Incentive Plan (the "Second Amended 2017 Plan"), which increases the maximum number of shares available for grants or awards to an aggregate of 4,950,000.

The Second Amended 2017 Plan is subject to shareholder approval at the February 2025 Annual Shareholder Meeting.

At September 30, 2024, 1,187,901 shares have been issued under the 2017 Equity Incentive Plan.

1,041,615 time-based restricted share units, 1,313,162 performance-based restricted share units, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan.

1,233,583 time-based RSUs, 1,579,514 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan.

1,707,349 of these share-based awards are outstanding as of September 30, 2024.

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.

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

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

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

Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets established by the Compensation Committee of the Board of Directors.

Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

established by the Compensation Committee of the Board of Directors.

Approximately 40% of the outstanding share units 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

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

Unvested stock options expire on the earlier of five years from the date of grant, or upon employment termination, retirement or death.

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

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").

3 unchanged sentences

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 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 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 Class A 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.

1 unchanged sentence

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 $140,000 for fiscal 2024.

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.

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

As of September 30, 2024, 377,460 restricted shares and RSUs have been granted under the Director Fee Plans, 204,231 of which were issued under the 2019 Director Fee Plan.

71,549 RSUs are unvested at September 30, 2024 under the Director Fee Plans.

The following table provides information about grants under the Company's equity compensation plans as of September 30, 2024:

14 unchanged sentences

Equity compensation plans approved by security holders 51,147 $ — 3,742,151 (1)

4,548,853 (3)

Equity compensation plans not approved by security holders None None None

Total 51,147 $ — 3,742,151

(1) Includes (1) deferred awards under Director Fee Plans;

and (2) outstanding stock options.

(2) Weighted-average exercise price of outstanding stock options included in column (a).

(1) 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;

32 unchanged sentences

3.2 Amended and Restated By-laws of Matthews International Corporation *

Filed Herewith

Exhibit Number 3.2 to the Annual Report on Form 10-K for the year ended September 30, 2023

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

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

Exhibit Number 4.1 to the Current Report on Form 8-K filed on December 7, 2017

4.3 5.25% Senior Notes due December 1, 2025 *

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

4.4 Description of Securitie s

Filed Herewith

4.2 Indenture, dated as of September 27, 2024, by and among Matthews International Corporation, the guarantors party thereto, and Truist Bank, as trustee and collateral agent *

Exhibit Number 4.1 to the Current Report on Form 8-K filed on September 30, 2024

4.3 Form of 8.625% Senior Secured Second Lien Note due October 1, 2027 *

Exhibit Number 4.2 to the Current Report on Form 8-K filed on September 30, 2024

4.4 Description of Securities *

Exhibit Number 4.4 to the Annual Report on Form 10-K for the year ended September 30, 2023

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

17 unchanged sentences

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

10.9 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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

1 unchanged sentence

Description Prior Filing or Sequential Page Numbers Herein

10.10 a 2012 Equity Incentive Plan *

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

10.9 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

10.10 a 2015 Incentive Compensation Plan *

23 unchanged sentences

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*

10.22 Fourth Amendment to Third Amended and Restated Loan Agreement*

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

10.23 Fifth Amendment to Third Amended and Restated Loan Agreement*

Exhibit Number 10.1 to the Current Report on Form 8-K filed on February 5, 2024

10.24 Sixth Amendment to Third Amended and Restated Loan Agreement, dated September 23, 2024, by and among Matthews International Corporation, the other Borrowers party thereto, Citizens Bank, N.A., as administrative agent, and the banks party thereto *

Exhibit Number 10.2 to the Current Report on Form 8-K filed on September 24, 2024

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

10.25 Purchase Agreement, dated September 23, 2024, by and among Matthews International Corporation, the Guarantors, and Truist Securities, Inc., as representative of the several purchasers named therein *

Exhibit Number 10.1 to the Current Report on Form 8-K filed on September 24, 2024

10.26 Second Amended and Restated Pledge and Security Agreement, dated September 27, 2024, by Matthews International Corporation and the other grantors party thereto in favor of Citizens Bank, N.A., as administrative agent *

Exhibit Number 10.1 to the Current Report on Form 8-K filed on September 30, 2024

10.27 Second Lien Pledge and Security Agreement, dated as of September 27, 2024, by Matthews International Corporation and the other grantors party thereto in favor of Truist Bank, as collateral agent *

Exhibit Number 10.2 to the Current Report on Form 8-K filed on September 30, 2024

10.28 Intercreditor Agreement, dated as of September 27, 2024, by and among Citizens Bank, N.A., as administrative agent, and Truist Bank, as trustee and collateral agent, and acknowledged by Matthews International Corporation and the grantors party thereto *

Exhibit Number 10.3 to the Current Report on Form 8-K filed on September 30, 2024

14.1 Form of Code of Ethics Applicable to Executive Management *

Exhibit Number 14.1 to the Annual Report on Form 10-K for the year ended September 30, 2004

19 Matthews International Corporation Policy on Insider Trading

Filed Herewith

21 Subsidiaries of the Registrant

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

11 unchanged sentences

97 Matthews International Corporation Clawback Policy *

Filed Herewith

Exhibit Number 97 to the Annual Report on Form 10-K for the year ended September 30, 2023

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

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

37 unchanged sentences

/s/ Lillian D.

Etzkorn, Director

Etzkorn /s/ Francis S.

Etzkorn, Director Francis S.

Wlodarczyk, 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