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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2024

____________________________________________________________
MATTHEWS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________________________
Pennsylvania 0-09115 25-0644320
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or organization) File Number) Identification No.)

Two Northshore Center, Pittsburgh, PA 15212-5851
(Address of principal executive offices) (Zip Code)

(412) 442-8200
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_____________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, $1.00 par value MATW Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 23, 2024, Matthews International Corporation ("Matthews" or the "Company") appointed Francis Wlodarczyk to the Matthews Board of Directors (the "Board"). Prior to such appointment, the size of the Board was increased and Mr. Wlodarczyk was appointed to fill the resulting vacancy. Mr. Wlodarczyk is expected to serve on the Audit Committee and Governance and Sustainability Committee of the Board. Mr. Wlodarczyk has been appointed to the class of directors whose terms expire at the 2026 Annual Meeting of the Shareholders of the Company. There are no arrangements or understandings between Mr. Wlodarczyk and any other persons pursuant to which Mr. Wlodarczyk was selected as a director. There are also no family relationships between Mr. Wlodarczyk and any director or executive officer of the Company, and Mr. Wlodarczyk has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Wlodarczyk will be compensated as a director of the Company in accordance with the provisions of the Amended and Restated 2019 Director Fee Plan (the "Plan"), which is discussed in the Company's 2024 Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended September 30, 2023.


Item 7.01     Regulation FD Disclosure.

A copy of the press release issued by the Company on April 26, 2024 regarding Mr. Wlodarczyk's appointment to the Board is attached hereto as Exhibit 99.1.

This information, including exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to this Form 8-K in such a filing.


Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits.
Exhibit
Number
  Description
     
Press Release, dated April 26, 2024 issued by Matthews International Corporation.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By: /s/ Steven F. Nicola
Steven F. Nicola
Chief Financial Officer and Secretary

Date: April 26, 2024


EX-99.1 2 ex991_newdirector.htm EX-99.1 NEW DIRECTOR Document

matwimagea11a.jpg
NEWS RELEASE

Matthews International Corporation
Corporate Office
Two NorthShore Center
Pittsburgh, PA 15212-5851
Phone: (412) 442-8200
April 26, 2024 Contact: Steven F. Nicola
Chief Financial Officer and Secretary
412.442.8262

MATTHEWS INTERNATIONAL CORPORATION ANNOUNCES APPOINTMENT OF NEW DIRECTOR

PITTSBURGH, APRIL 26, 2024 - Matthews International Corporation (NASDAQ GSM: MATW) (“Matthews” or the “Company”) today announced that Francis Wlodarczyk has been appointed to the Company’s Board of Directors.

Mr. Wlodarczyk brings 35 years of experience in industrial automation, working with global and regional manufacturers in many industries, including automotive, material handling, packaging and consumer products. Most recently, Mr. Wlodarczyk served as Senior Vice President, Intelligent Devices at Rockwell Automation located in Milwaukee, Wisconsin. In this role, he led a multi-billion-dollar global business, responsible for strategic direction, growth, and profitability. Throughout his tenure at Rockwell Automation, Mr. Wlodarczyk served in multiple senior leadership positions in the U.S. and Europe, including roles in general management, strategy development, sales, business development and engineering.

“We are delighted to welcome Fran to our Board of Directors,” said Alvaro Garcia-Tunon, Chairman of the Board at Matthews. “As Matthews continues to evolve, his strategic expertise and deep understanding of the industrial automation industry will undoubtedly contribute to our continued growth and success.”

Mr. Wlodarczyk’s appointment to the Board of Directors is the result of an extensive process conducted by the Company. Mr. Wlodarczyk has been appointed to the class of directors whose terms expire at the 2026 Annual Meeting of the Shareholders of the Company.


About Matthews International Corporation

Matthews International Corporation is a global provider of industrial technologies, memorialization products and brand solutions. The Industrial Technologies segment designs, manufactures, services, and distributes high-tech custom energy storage, marking, coding and industrial automation technologies and solutions. The Memorialization segment is a leading provider of memorialization products, including memorials, caskets, cremation-related products, and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. The SGK Brand Solutions segment is a leading provider of packaging solutions and brand experiences, helping companies simplify their marketing, amplify their brands, and provide value. The Company has approximately 12,000 employees in more than 30 countries on six continents that are committed to delivering the highest quality products and services.








Forward-looking Information

Any forward-looking statements contained in this release are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, and may be identified by the use of words such as “expects,” “believes,” “intends,” “projects,” “anticipates,” “estimates,” “plans,” “seeks,” “forecasts,” “predicts,” “objective,” “targets,” “potential,” “outlook,” “may,” “will,” “could” or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from management’s expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions and divestitures, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, and other factors described in the Company’s Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission.

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