The option price for each stock option is payable in full in cash at the time of exercise; however, in lieu of cash the person exercising the stock option may, if authorized by the Committee at the time of grant in the case of an incentive stock option or at any time in the case of a nonstatutory stock option,Administrator, pay the option price in whole or in part by delivering to the Company shares of Common Stock having a fair market value on the date of exercise of the stock option equal to the option price for the shares being purchased, except that any portion of the option price representing a fraction of a share must be paid in cash.

If the person exercising a stock option participates in a broker or other agent-sponsored exercise or financing program, the Company maywill cooperate with all reasonable procedures of the broker or other agent to permit participation by the person exercising the stock option in the exercise or financing program, butprogram. But, in such a case, the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will be issued until the Company has received full payment in cash for the option price from the broker or other agent.

The aggregate fair market value (determined asgrant of stock appreciation rights provides the holder with the right, upon the exercise of the time the incentive stock options are granted)appreciation rights, to receive a number of the shares of Common Stock with respect to which incentive stock options are exercisable for the first time by a participant in the 2017 Equity Plan during any calendar year may not exceed $100,000.  If the date on which any incentive stock options may first be exercised would be accelerated pursuant to any provision of the 2017 Equity Plan or any stock option agreement, or amendment thereto, and the acceleration of such exercise date would result in a violation of this $100,000 restriction, then, notwithstanding any such provision, but subject to the authorization provided for in the following sentence, the exercise dates of such incentive stock options will be accelerated only to the date or dates, if any, that do not result in a violation of the $100,000  restriction, and in such event the exercise dates of the incentive stock options with the lowest option prices would be accelerated to the earliest such dates.  The Committee may, in its discretion, authorize the acceleration of the exercise date of one or more incentive stock options even if such acceleration would violate the $100,000 restriction and one or more incentive stock options would thereby be converted in whole or in part to nonstatutory stock options.

Following a Qualified Performance-Based Award,RSU award and prior to the Committee may modify or waive anylapse of the conditions applicable to restricted stock units.  Restricted stock units generallyrestrictions, the participant may not be transferred by a participant.  Participants granted restricted stock units will not be entitled to any dividends payable on the Common Stock unless the agreement relating to the award providessell, assign, transfer, pledge or otherwise and shallencumber RSUs. Holders of RSUs do not have any voting rights with respect to such units.

of the 2017 EquityRestated Plan (“Section 1115 Events”). Such an event is deemed to have occurred when (i) the Company acquires actual knowledge that any person (other than the Company, a subsidiary or any employee benefit plan sponsored by the Company) has acquired beneficial ownership, directly or indirectly, of securities representing 20% or more of the voting power of the Company, (ii) during any period of two consecutive years, less than a majority of the total number of authorized members of the Board of Directors (excluding vacant seats) are filled by persons who were either(a) directors at the beginning of such period and (b) individuals whose election by the Company’s security holders, or nomination for election, was approved by a vote of at least a majority of the members of the NominatingGovernance and Corporate GovernanceSustainability Committee (consisting of directors then still in office who were directors at the beginning of such period or who were approved forby election or nomination in accordance with Section 1115 of the 2017 EquityRestated Plan) or at least two-thirds of the directors then still in office who were directors on the Adoption Dateeffective date of the Initial Plan on November 18, 2018 or who were so approved (other than individualsan individual whose initial assumption of office is in connection with an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board relating to the election of directors which would be subject to Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including by reason of any agreement intended to avoid or settle any such election contest or proxy contest), provided that for purposes of determining whether a Section 11 Event has occurred, each Board then-authorized seat shall count once, (iii) the consummation of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the shareholders of the Company immediately prior to such transaction doshall not hold, directly or indirectly, immediately following such transaction, a majority of the voting power of (x)(a) in the case of a merger or consolidation, the surviving or resulting corporation, (y)(b) in the case of a share exchange, the acquiring corporation, or (z)(c) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 30% of the consolidated assets of the Company immediately prior to the transaction, or (iv) the commencement of any liquidation or dissolution of the Company (other than pursuant to any transfer of 70% or more of the consolidated assets of the Company to an entity or entities controlled by the Company and/or its shareholders following such liquidation or dissolution). The Section 15 Events described above may be limited in effect and otherwise subject to the requirements of Section 409A of the Internal Revenue Code of 1986, which provides certain limitations on the ability to accelerate deferred compensation upon changes in control.

Unless the confirming agreement or an amendment thereto otherwise provides, but subject to the $100,000 restriction described above for incentive stock options and exceptions for certain participants described in Section 11 of the 2017 Equity Plan, notwithstanding any other provision contained in the 2017 EquityRestated Plan, upon the occurrence of any Section 1115 Event (i) all outstanding stock options and SARsstock appreciation rights become immediately and fully exercisable whether or not otherwise exercisable by their terms, (ii)and all stock options and SARsstock appreciation rights held by a participantdirector whose employment withservice on the Company or a subsidiaryBoard terminates within one year of any Section 1115 Event for any reason other than voluntary termination with the consent of the Company or a subsidiary,

Unless the restricted share agreement or an amendment thereto otherwise provides, notwithstanding any other provision contained in the Restated Plan, upon the occurrence of any Section 15 Event prior to the scheduled lapse of all restrictions applicable to restricted stockshare awards under the 2017 EquityRestated Plan, which have not previously lapsed willall such restrictions lapse regardless of the scheduled lapse of such restrictions and (iv) all restricted stock units and performance units are considered to be earned and payable in full, any vesting conditions are considered to have been satisfied, and such restricted stock units and performance units will be settled in cash as promptly as is practicable after the Section 11 Event.  None of the provisions (i) to (iv) above in this paragraph will apply to a participant whose securities are included in those determining the beneficial ownership of a person referred to in subsection (i) of the Section 11 Events above.restrictions.

The Board of Directors may alter or amend the 2017 EquityRestated Plan at any time, except that, without approval of the shareholders of the Company, no alteration or amendment may (i) increase the maximum aggregate number of shares of Common Stock for which awards may be made under the 2017 Equity Plan, (ii) increase the maximum aggregate number of shares as to which incentive stock options may be granted pursuant to the sub-limit under the 2017 Equity Plan, (iii) make any changes in the class of employees eligible to be granted awards under the 2017 Equity Plan, (iv) change the maximum number of shares as to which awards may be made to any participant under the 2017 Equity Plan, (v) change the maximum amount that may be paid or distributed to any participant in any one calendar year under the 2017 Equity Plan pursuant to a grant of performance units or other stock-based awards, (vi) change the restrictions regarding repricing explained above, (vii) change the option price or base price of any SAR permitted under the 2017 Equity Plan, (viii) be made if shareholder approval of the amendment is at the time required for awardsshares under the 2017 EquityRestated Plan to qualify for the exemption from Section 16(b) of the 1934Exchange Act, provided by Rule 16b-3, or by the rules of the NASDAQ ExchangeNasdaq or any other stock exchange on which the Common Stock may then be listed or (ix) be made to the extent such approval is needed for Qualified Performance-Based Awards to qualify for an exemption under Section 162(m) of the Internal Revenue Code.listed. In addition, no alteration or amendment of the 2017 EquityRestated Plan may, without the written consent of the holder of any award theretoforea stock option, stock appreciation rights, restricted shares or RSUs granted or awarded under the 2017 EquityRestated Plan prior thereto, adversely affect the rights of such holder with respect thereto.

TheNo shares of Common Stock shall be issued or credited, nor any options or stock appreciation rights granted, nor restricted stock awarded under the Restated Plan after March 31, 2028, provided that this does not preclude the issuance of shares in payment of the balance of a director’s deferred stock compensation account or the exercise of previously granted stock options or stock appreciation rights. Additionally, the Board of Directors may also terminate the 2017 EquityRestated Plan at any time, but termination of the 2017 EquityRestated Plan would not terminate any outstanding awardsstock options or stock appreciation rights granted under the 2017 EquityRestated Plan or cause a revocation or forfeiture of any restricted stockshare award under the 2017 EquityRestated Plan.

The 2017 EquityRestated Plan contains anti-dilution and anti-enlargement provisions providing for proportionate adjustment or substitution in the maximum aggregate number of shares availableof Common Stock for awards under the 2017 Equity Plan, in the various maximum limitations on awards under the 2017 Equity Plan,which stock options, stock appreciation rights and RSUs may be granted, as to which restricted shares may be awarded, and in the number of shares covered by outstanding awards under the 2017 Equity Planstock options, stock appreciation rights and in the exercise price of outstanding awardsRSUs in certain events, including mergers, consolidations, acquisitionsstock dividends on shares of outstanding Common Stock. The Restated Plan also contains provisions providing for the substitution of shares stock rights offering, liquidation, separation, spinoff, disaffiliationin the event of a subsidiary, extraordinary dividend,reorganization, recapitalization, merger or similar event. The Restated Plan provides for adjustments to stock dividend,options, stock split, revenue stock split, reorganization, share combinationappreciation rights and RSUs, and restrictions on distributions with respect to, or recapitalization.

If a director who has been granted stock options or required to be repaid tostock appreciation rights or awarded restricted shares or RSUs under the Company ifRestated Plan engages in the participant (i) competesoperation or management of a business, whether as owner, partner, officer, director, employee or otherwise and whether during or after Board service, which is in competition with the Company or its subsidiaries, (ii) induces or attempts to induce any customer, supplier, licensee or certain others to cease doing business with the Company or its subsidiaries, or interferes with the Company’s or any of its subsidiaries’ relationships withsubsidiaries, the Administrator may in its discretion immediately terminate all stock options and stock appreciation rights held by such customer, supplier, licenseeperson (except when the exercise period of a stock option or other person, (iii) solicits employees to leave the employment of the Company or its subsidiaries or interferes with their employment relationship, or (iv) defames or disparages the Company, its subsidiaries or certain related persons.  Unless the agreement related to an award or an amendment otherwise provides, these provisions do not apply following the occurrence ofstock appreciation right has been extended because one or more of the events described under “Additional Rights in Certain Events” above.above has occurred) and declare forfeited all restricted shares and RSUs held by such person as to which the restrictions have not yet lapsed.

Although the Company may endeavor to (i) qualify the payment of fees or a grant or award for favorable United States tax treatment or avoid adverse tax treatment (e.g., under present law nor does it describe consequences basedSection 409A of the Code), the Company has made no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. Section 409A is a provision of the Code that imposes a number of strict and complex requirements that deferred compensation plans and arrangements must satisfy in order for participants of such compensation plans or arrangements to avoid immediate taxation, plus a 20% penalty tax, on particular circumstances.

If the director does not make a Section 83(b) election, the fair market value of the shares on the date thethese restrictions lapse generally is treated as compensation income to the participantdirector and is taxable in the year the restrictions lapse.

By adopting the “Limits on Deductions/Other Tax Matters” below.Restated Plan, the Company is increasing the number of shares available for equity incentives under all of the Company’s equity incentive plans by one hundred fifty thousand (150,000)

shares, which comprises 0.5% of the Company’s outstanding Common Stock Units.  A participant generally does not recognize any taxable income upon receiptas of restricted stock units.  Any cash andSeptember 30, 2022. In order to determine the fair market valuenumber of any shares of Common Stock received by a participant uponto be authorized under the vesting of restricted stock units are treated as compensation income receivedRestated Plan, the Governance and Sustainability Committee and the Board considered the needs by the participantCompany for the shares and the potential dilution that awarding the requested shares may have on the existing shareholders. As set forth above in this proxy statement, the year of receipt.  The Company or one of its subsidiaries generally is entitledGovernance and Sustainability Committee consulted Pay Governance, LLC as an independent compensation advisor to a deduction for compensation paidassist in the same amount that is treated as compensation income received by the participant upon vestingthis regard.

In adopting the Revised Plan, the Board also considered the compensation of non-employee directors of the Company’s peer group, the Company’s proxy advisor’s recommendation, the total shareholder return, the fair value transfer and shareholder value transfer, and the burn rate that compensation arisingwould result from the exerciseRevised Plan. The Board discussed these additional concepts with its independent compensation consultant prior to approving the Revised Plan.

The inclusion of nonstatutory stock options, SARs orthis information in this Proxy Statement should not be regarded as an indication that the disqualifying dispositionassumptions used to determine the number of additional shares acquired upon exercisewill be predictive of incentive stock options should be performance-basedactual future equity grants. These assumptions are forward-looking statements within the meaning of Section 162(m)27A of the Internal Revenue Code.  As indicated above, the 2017 Equity Plan also permits the Committee to designate awards other than optionsSecurities Act of 1933, as amended, and SARs as Qualified Performance-Based Awards with the objective of qualifying such awards as performance-based within the meaning of Section 162(m)21E of the Internal Revenue Code.  Nevertheless, it is possibleSecurities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual outcomes to differ materially from those in the forward-looking statements, including the Company’s ability to attract and retain talent, achievement of performance metrics with respective to certain equity-based awards, may be made which may be subject to the limitsextent of Section 162(m) of the Internal Revenue Code.

The following table provides information about grants under the Company’sCompany's equity compensation plans as of September 30, 2017:2022:

The Audit Committee of the Company's Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2018.2023.

The Audit Committee has determined that it would be desirable as a matter of good corporate practice to request an expression of opinion from the shareholders on the appointment. Ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote, a quorum being present. Abstentions and non-broker votes will have the effect of a vote cast “against” the proposal.

If the shareholders do not ratify the selection of Ernst & Young LLP, the selection of an alternative independent registered public accounting firm will be considered by the Audit Committee; provided, further, however, even if the shareholders do ratify the selection of Ernst & Young LLP, as requested in this Proxy Statement, the Audit Committee reserves the right, at any time, to re-designate and retain a different independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2018.2023.

It is not expected that any representative of Ernst & Young LLP will be present at the Annual Meeting of the Shareholders.

As described in the Compensation Discussion and Analysis in this Proxy Statement, and summarized in the “Executive Summary” thereto, the Compensation Committee of the Board has developed an executive compensation program designed to pay for performance and to align the long-term interests of our named executive officers with the long-term interests of our shareholders. The Company presents a proposal for an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers on an annual basis. Accordingly, the Company is presenting the following proposal, which gives our shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting for or against the resolution set forth below. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Approval of the compensation paid to our named executive officers, as disclosed in this Proxy Statement, will be approved (on a non-binding basis) if the proposal receives the affirmative vote of at least a majority of the shares represented, in person"in person" or by proxy, at the meeting and entitled to vote, a quorum being present. Abstentions and broker non-votes will have the effect of a vote cast “against” the proposal. Because the vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

Under the Dodd-Frank Act, the Company is required every six years to seek a non-binding advisory vote regarding the frequency of submission to shareholders of a “Say on Pay” advisory vote, such as Proposal 4. The Dodd-Frank Act specifies that shareholders be given the opportunity to vote on compensation of the Company’s named executive officers either annually, every two years or every three years. Although this vote is advisory and non-binding, our Board of Directors recommendswill review voting results and give serious consideration to the outcome of such voting.

Following the most recent advisory vote of shareholders in favor of annual "say on pay" votes in 2017, the Company has held such votes every year. Our Board of Directors recognizes the importance of receiving regular input from our shareholders on important issues such as our executive compensation, and believes that at present it should continue to receive advisory input from our shareholders each year; in addition, market practice is that annual "say on pay" votes are held.

The Company's Articles of Incorporation divide its voting stock into three (3) classes: Preferred Stock, and Class A and Class B Common Stock. At the present time, no shares of Preferred Stock or Class B Common Stock isare issued or outstanding. The following information is furnished with respect to persons who the Company believes, based on its records and filings made with the Securities and Exchange Commission,SEC, beneficially own five percent or more of the outstanding shares of Common Stock of the Company, and with respect to directors, officers and executive management. Those individuals with more than five percent of the Company's Common Stock could be deemed to be "control persons" of the Company.

This information presented is as of November 30, 2017,2022, except as otherwise noted.

The Company has established guidelines for stock ownership by management, which are intended to promote the alignment of the interests of management with the Company’s shareholders. As more fully described under “Compensation Discussion and Analysis” of this Proxy Statement, the guidelines provide for ownership by management of shares of the Company’s Common Stock with a minimum market value ranging up to fivesix times base salary depending upon the individual’s position with the Company. Individuals are expected to achieve compliance with these guidelines within a reasonable period of time after appointment to their respective positions.

For purposes of these guidelines, stock ownership includes all shares directly owned (including shares held under the Employee Stock Purchase Plan and time-vesting restricted share units or shares), but does not include outstanding stock options or unvested performance-based restricted share units or shares. Immediate compliance with these guidelines is not mandatory; however, individuals are expected to undertake a program to achieve compliance within five years of their hire date or promotion to their respective position. The ownership policy mandates that at least 50% of the after-tax shares realized upon an option exercise or vesting of restricted stock or restricted share units must be retained until the ownership guideline is met. Compliance with these ownership guidelines is one of the factors considered by the Compensation Committee in determining eligibility for participation in the Company’s equity compensation programs. As of November 30, 2017,2022, all of the Named Executive Officers hadNEOs (as defined below) exceeded the Company’s stock ownership guidelines.

The Company has also adopted guidelines for stock ownership by non-employee directors, which require that each director maintain ownership of shares of the Company’s Common Stock (either directly, through restricted shares or restricted share units issued under the Company’s Director Fee Plan or through shares held in a deferred stock compensation account for the benefit of the director under the Company’s Director Fee Plan) with a market value approximating five times the current annual retainer ($85,000)90,000). Directors are expected to achieve compliance with these guidelines within a reasonable period of time after becoming a director. As of November 30, 2017,2022, all of the directors had met or exceeded the Company’s stock ownership guidelines or are within the reasonable time period for compliance.

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with the Company’s management. Based upon such review and discussion, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20182023 Proxy Statement, and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017.2022.

The Company's executive compensation policies are administered by the Compensation DiscussionCommittee of the Board of Directors. The Compensation Committee consists of three independent directors: Mr. O’Brien (Chairperson), Mr. Dunlap, and AnalysisMr. Quigley. Compensation for the Company's Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executives is presented in the Summary Compensation Table.

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews International Corporation.Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvement in the Company’s operating results and appreciation in our stock value.

To underscore the importance of “pay-for-performance” in our compensation philosophy and our Company’s culture, our Compensation Committee (referred to throughout this section as the Committee)"Committee") has developed incentive arrangements based on rigorous performance standards. Our annual incentive compensation plan rewards executives for the achievementattainment of operating profitadjusted earnings before interest, income taxes, depreciation and amortization ("EBITDA"), economic value added, targets set by the Committee at the beginningand adjusted operating cash flow targets. Adjusted net income is utilized instead of the fiscal year. These targets are based upon the Company’s business plan. Accordingly,adjusted EBITDA for Corporate participants. For

purposes of our annual incentive compensation plan, is designed to motivate management to maintain and, more importantly, achieve higher levels of profits and economic value added for the Company and its shareholders. “Economic“economic value added” is the measure of operating profitadjusted EBITDA (or adjusted net income for Corporate participants) compared to the cost of the capital utilized to generate this profit.

The principal objectives of the dateCompany’s executive compensation program for the Company’s named executive officers ("NEOs") and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of grant will resultits philosophy is to:

At the Company’s annual meeting held in February 2022, approximately 90% of votes cast were in support of the applicable portionscompensation of our NEOs. Given this level of support, the Committee is satisfied that the Company’s executive compensation programs appropriately link our executive compensation to the performance of the respective awards. Vested shares are subjectCompany and reflect contemporary practices. The Committee remains committed to routinely reviewing and updating our executive compensation program as appropriate.

In addition, the Committee routinely evaluates responses from the Company’s stock ownership guidelines which require eachannual outreach efforts with its largest shareholders and deemed that the current executive compensation design aligns with the expectations of our shareholders. No critical feedback was received from shareholders that suggest the Committee needs to own sharesrevise the valuedesign of which equals a multipleparticular compensation policy or practice. Therefore, based on the results of our latest Say-on-Pay vote and feedback from investors, the executive’s base salary.

Our executive compensation program is comprised of the incentivefollowing key elements. Each is designed to meet the objectives of our executive compensation planprogram as established by the Committee:

The following executive compensation practices and long-term incentive program providepolicies have been adopted by the Committee with discretion to adjust forensure sound corporate governance and alignment of the recoveryinterests of previously paid awards inexecutives and the eventCompany’s shareholders. Many of a restatement of financial statements, or to cancel, suspend, or require repayment to the Company of outstanding awards for violation of non-compete, non-solicitation or disparagement provisions.

The Committee considered the favorable shareholder vote in February 2017 in connection with its determination of compensation policies and decisions and concluded that the Company would maintain its existing compensation philosophy in determining current year compensation design and implementation.