The term for each nomineeof the Board’s nominees and directorthe continuing directors is listed below:

On November 17, 202116, 2022 (the “Adoption Date”), the Board approved, subject to shareholder approval, the adoption of the Company’s Amended and Restated 2017 Equity Incentive2019 Director Fee Plan (the “Restated Plan”). If the Restated Plan is approvedadopted by our shareholders, it will authorize the issuance of 1,750,000150,000 additional shares of the Company’s Common Stock. Following such approval, the aggregate number of shares of the Company’s Common Stock authorized for issuance under the Restated Plan would increase to 3,450,000.300,000. The Restated Plan will amend and restate the Matthews International Corporation 2017 Equity Incentive2019 Director Fee Plan (the “Initial Plan”).

The affirmative vote of a majority of the votes cast in person or by proxy at a meeting held prior to the anniversary of the Adoption Date in which the holders of at least a majority of the outstanding shares of the Company’s Common Stock are present (in person or by proxy) and voting is required for approval of adoption of the Restated Plan. If the shareholders of the Company do not approve the Restated Plan as proposed in this proxy statement, the Restated Plan will not be used by the Company.

The Board of Directors of the Company will have full power and authority to administer the Restated Plan is being adoptedPlan. The Board may delegate some or all of those rights to maintain alignmentthe Governance and Sustainability Committee or other committees of executive compensationthe Board (collectively with shareholder interests and maintain a sufficient share reservethe Board, the “Administrator”). The Board of Directors also has, subject to facilitate equity grants as determined bycertain limitations, the Compensation Committee. Throughright to amend or terminate the various awardsRestated Plan. For purposes of determining the number of shares of Common Stock to be authorized under the Restated Plan, employees may acquire shares based on the achievement of certain goals.Board and Governance and Sustainability Committee consulted with the Compensation Committee.

In order to determine the number of shares of Common Stock to be authorized under the Restated Plan, the Compensation Committee and the Board considered the needs by the Company for the shares and the potential dilution that awarding the requested shares may have on the existing shareholders. As set forth in the Compensation Discussion and Analysis, the Compensation Committee consultedconsults with Pay Governance LLC as an independent compensation advisor to assist in this regard.on compensation matters, including director fees. The compensation advisor examined a number of factors, including the Company’s burn rate and an overhang analysis, which the Compensation Committee considered. As a result, the Compensation Committee recommended to the Board that 1,750,000150,000 additional shares be authorized under the Restated Plan.

As of December 31, 2021,the Record Date, approximately 776,4726,134 shares of Common Stock remained available for future grant under the share counting provisions of the Initial Plan. Pursuant to the terms of the Initial Plan the shares remaining available for future grant do not give effect to shares subject to outstanding performance unit awards. Under the Restated Plan, performance unit awards are included in share counting upon grant, assuming the performance goals are satisfied (and will be adjusted at the end of the performance period based on the actual number of shares issued). If the share counting terms under the Restated Plan were in effect as of December 31, 2021, only approximately 8,887 shares would have remained available for future grant.

The full text of the Restated Plan is set forth as Exhibit A to this Proxy Statement. The following description of the Restated Plan is qualified in its entirety by reference to Exhibit A.

The total number of shares of stock which may be issued under the Restated Plan or credited to a deferred stock compensation account for subsequent issuance is 300,000 shares of Common Stock. This total will be adjusted upon certain events such as a stock dividend on, or stock split of, the Common Stock. The shares which may be issued under the Restated Plan may be either authorized but unissued shares or shares previously issued and its subsidiaries to increase their efforts to make the Company and each subsidiary more successful, to provide an additional inducement for such employees to remain withthereafter acquired by the Company, or a subsidiary, to reward such employees by providing an opportunity to acquire sharescombination of each. On the Record Date, the fair market value of a share of the Company’s Class A Common Stock, par value $1.00 per share, on favorable terms and to provide a means through which the Company may attract able persons to enter the employ of the Company or one of its subsidiaries. The eligible employees are those employees of the Company or any subsidiary who share responsibility for the management, growth or protection of the business of the Company or any subsidiary, as determined bybased on the Committee. Asclosing price of September 30, 2021, there were approximately 11,000 employees in the Company.a share of Matthews common stock on Nasdaq, was $37.15.

UnderNotwithstanding the limit on the number of shares of stock which may be issued under the Restated Plan, during any calendar year the maximum numberaggregate fair market value of shares available for grants or awards is an aggregate of 3,450,000 shares, including 1,700,000 sharesaward that were reserved for issuance under the Initial Plan. Restated Plan also includes a fixed sub-limit for the granting of incentive stock options. In general, without further shareholder approval, the maximum number of shares for which incentive stock options may be granted is 1,000,000 shares.

Except inThe Board of Directors of the case of performance unit awards (which are described above),Company will have full power and authority to the extent that any award is forfeited, or any option and tandem stock appreciation right (if any) or any free-standing stock appreciation right terminates, expires or lapses without being exercised, or any award is settled for cash, the shares of Common Stock subject to such awards will again be available for awards underadminister the Restated Plan. However,The Board may delegate some or all of those rights to the Governance and Sustainability Committee or other committees of the Board (collectively with the Board, the “Administrator”). The Board of Directors also has, subject to certain limitations, the right to amend or terminate the Restated Plan.

The Restated Plan provides that the Board, or any committee of the Board which the Board authorizes to determine such amounts, may determine the amount of any annual fees paid to directors (“Director Fees”). The Restated Plan also provides that the Administrator may determine that Director Fees can be paid in cash or in Common Stock of the Company, with the default election being the payment of the Director Fees in shares of the Company’s Common Stock. Notwithstanding the Administrator’s determination to pay Director Fees in cash, a director may elect to receive the Director Fee in Common Stock subject to such awards will continue to be counted for purposesor defer the payment of the individual limits on shares that can be granted.Director Fees into a deferred stock compensation account.

Ifvalue determined by the exercise priceBoard or by any committee of any stock option and/or the tax withholding obligations relatingBoard which the Board authorizes to anydetermine such amounts. The precise awards are satisfiedto be granted and their valuation will be determined by delivering shares or withholding shares relating to such award, the gross number of shares subjectAdministrator (subject to the award will nonetheless be deemed to have been granted for purposeslimitations set forth in the Restated Plan). For fiscal year 2022, each director received a grant of restricted shares with a total value of $140,000 under the Initial Plan.

The term of the Restated Plan and any shares which are delivered backruns until March 31, 2028.

The Restated Plan also permits a director to name a death beneficiary with respect to the director’s deferred stock compensation account, provides for hardship withdrawals, and allows a director to make subsequent elections to further delay payments under a previous deferral made by the director.

The Restated Plan also permits the Board (or a committee of the Board which the Board authorizes to make such determinations) to determine the amount, if any, of Meeting Fees paid to non-employee directors (other than a non-employee director who serves as Chairman of the Board) for attendance at Board meetings, committee meetings and shareholders’ meetings. Upon inception, the Board intends that each non-employee director will not receive Meeting Fees for Board, committee and shareholders’ meetings attended, and each committee chairperson will receive an annual Director Fee, described above. Under the Restated Plan, the Board has the authority to increase or decrease the amount of the annual Director Fee or and Meeting Fees.

aside until shares of DSUs actually become payable to a director or his beneficiary. No person shall have been granted for purposesvoting rights with respect to shares of the Restated Plan and anyDSUs credited to a deferred stock compensation account.

Payment of shares of Common Stock so repurchased will notunder a DSU credited to a director’s deferred stock compensation account for any year would be addedmade either in a lump sum or in installments according to the aggregate numberdeferral election. Notwithstanding the foregoing, a director is permitted to further defer the receipt of sharespayments from his or her deferred stock compensation account by making a further deferral election at least twelve months prior to the date on which payments would have otherwise commenced, and by deferring for at least five years from the date payments would have otherwise commenced. Further, a director may file a notice with the Company pursuant to which Awards maythe director would be made underpaid amounts credited to his or her deferred stock compensation account after the effective date of such notice upon the occurrence of certain changes in control at the Company as described in the Restated Plan.

The Committee also hasBoard and the Administrator have the power to interpret the Restated Plan and to prescribe such rules, regulations and procedures in connection with the operations of the Restated Plan as it deemsthey deem necessary and advisable in itstheir administration of the Restated Plan.

NoExcept in certain cases (principally certain change in control events) and as the Administrator may otherwise determine, no stock option may be exercised prior to two years from the date of grant or after the expiration of ten years from the date of grant (five years in the case of an incentive stock option granted to a Ten Percent Employee).grant. Unless the Committee,Administrator, in its discretion, otherwise determines, an exercisable stock option may be exercised in whole or in part. Otherwise, stock options may be exercised at such times, in such amounts and subject to such restrictions as are determined in its discretion by the Committee.Administrator.

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 Restated 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 Restated 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.

Unless the Committee,Administrator in its discretion otherwise determines, no stock option or SARstock appreciation right granted under the Restated Plan is transferable other than by will, or by the laws of descent and distribution, and a

or to certain types of trusts. A stock option or SARstock appreciation right may be exercised during a participant’sgrantee’s lifetime only by the participant. Ifgrantee or the Committee determines that an award is transferable, it may do so only to the extent thattrustee of such transfer is made without the payment of value or consideration to the participant.trust.

Each grant of a stock option or SARstock appreciation right must be confirmed by an agreement between the Company and the participantgrantee which sets forth the terms of the stock option or SAR.

Following a 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 Restated 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 Restated 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 Restated Plan, notwithstanding any other provision contained in the Restated 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, retirement under any retirement plan of the Company or a subsidiary or death are exercisable for the longer of a period of three months from the date of such termination of employment,service or the standard periods of expiration or termination as described above, but in no event after the expiration date of the stock option or SARs, (iii)the stock appreciation rights.

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 Restated 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 Restated 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 Restated 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 Restated Plan, (iii) make any changes in the class of

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 Restated Plan at any time, but termination of the Restated Plan would not terminate any outstanding awardsstock options or stock appreciation rights granted under the Restated Plan or cause a revocation or forfeiture of any restricted stockshare award under the Restated Plan.

The Restated 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 Restated Plan, in the various maximum limitations on awards under the Restated 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 awardsstock options, stock appreciation rights and RSUs in certain events, including stock dividends on shares of outstanding Common Stock. The Restated Plan also contains provisions providing for the substitution of shares in the event of a reorganization, recapitalization, merger or similar event. The Restated Plan provides for adjustments to stock options, stock appreciation rights and RSUs, and restrictions on distributions with respect to, or exchanges for restricted shares in the case of, any spin-off, split-off, dividend in partial liquidation or in property other than cash, or extraordinary distribution to holders of the Common Stock.

If a director who has been granted stock options or stock appreciation rights or awarded restricted shares or RSUs under the Restated Plan andengages in the exercise price of outstanding awards in certain events, including mergers, consolidations, acquisitions of shares, stock rights offering, liquidation, separation, spinoff, disaffiliationoperation or management of a subsidiary, extraordinary dividend, stock dividend, stock split, revenue stock split, reorganization, share combinationbusiness, whether as owner, partner, officer, director, employee or recapitalization.