To Our Shareholders:

Shareholders of record as of the close of business on December 31, 202129, 2023 will be entitled to submit questions, listen to the meeting live and vote online at the Annual Meeting or any adjournments thereof.

Please indicate on the enclosed proxy card whether you will or will not be able to attend the virtual-only Annual Meeting. Return the card in the enclosed envelope as soon as possible. If you receive more than one proxy card (for example, because you own common stockshares of the Company’s Class A Common Stock (the “Common Stock”) in more than one account), please be sure to complete and return all of them.

            Sincerely,

            /s/ Steven F. Nicola

            Steven F. Nicola

            Chief Financial Officer and Secretary

Please note that you may vote by proxy prior to February 17, 202215, 2024 and still attend the Annual Meeting. Even if you currently plan to attend the Annual Meeting webcast, we strongly recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. If you hold your shares in street name, we urge you to submit your proxy in advance as described below.

This proxy statement and the accompanying proxy card are being sent and made available to shareholders on or about January 18, 2022.16, 2024. A copy of the Company’s Annual Report for fiscal year 20212023 will be mailed with this proxy statement and is available online at www.matw.com/investors/sec-filings.

If you hold your shares in “street name,” you must follow the voting instructions provided by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

If you hold your shares in street name, you must obtain a “legal proxy” from the bank, broker or other nominee of your shares and send the “legal proxy” to Computershare as described above.

If you submit your proxy over the Internet, by telephone or by mail, you may change your voting instructions by subsequently properly submitting a new proxy. Only your most recent proxy will be exercised and all others will be disregarded, regardless of the method by which the proxies were authorized. You may also revoke your earlier proxy by voting "in person"“in person” at the Annual Meeting. Your attendance at the Annual Meeting "in person"“in person” will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee to revoke your proxy.

Notices of revocation of proxies delivered by mail must be delivered by February 6, 20225, 2024 to the Company’s principal offices at Two NorthShore Center, Pittsburgh, PA 15212-5851, Attention: Steven F. Nicola, Chief Financial Officer and Secretary.

The accompanying proxy is solicited by the Board of Directors of Matthews International Corporation (“Matthews” or the “Company”) whose principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212. This proxy statement is being sent and made available to shareholders on or about January 18, 2022.16, 2024.

The Company has one class of stock outstanding: Class A Common Stock, par value $1.00 per share, referred to as the "Common“Common Stock."”

Each outstanding share of Common Stock of the Company entitles the holder to one vote upon any business properly presented at the shareholders' meeting. As provided in the Company’s Restated Articles of Incorporation, cumulative voting is not applicable to the election of directors.

The Board of Directors of the Company has established December 31, 202129, 2023 as the record date for shareholders entitled to vote at the Annual Meeting. The transfer books of the Company will not be closed, but only shareholders of record as of the close of business on December 31, 202129, 2023 will be entitled to vote at the Annual Meeting. AAs of the record date, a total of 31,550,41630,682,010 shares of Common Stock arewere outstanding and are entitled to vote at the meeting. A quorum (the presence "in person"“in person” or by proxy of the majority of the voting power of the Common Stock) is required to transact business at the Annual Meeting. The holders of 15,775,208at least 15,341,006 shares of Common Stock will constitute a quorum at the Annual Meeting.

Abstentions and broker non-votes (explained herein) will be counted for purposes of determining a quorum. If your shares are held in street name, follow the voting instructions that you receive from your broker, bank or other nominee. If you want to vote "in person"“in person”, you must obtain a legal proxy from your broker, bank, or other nominee as further described in the above "About“About the Meeting"Meeting” section. If you do not submit voting instructions, your broker, bank, or other nominee may still be permitted to vote your shares under certain of the following circumstances:

The Restated Articles of Incorporation of the Company provide that the Board of Directors has the powerauthority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. In connection with the retirement of John D. Turner as Chairman of the Board and a director of the Company pursuant to the Company’s Bylaws and Corporate Governance Guidelines, effective February 17, 2022,Until further action, the Board has decreasedfixed the number of directors from elevenconstituting the full Board at ten. From time to ten. Following the Annual Meeting, subject to the re-election of each oftime, the Board nominees,reassesses the number of directors constituting the full Board and, in anticipation of future retirements, may consider expanding the Board will be comprised of ten members, two of whom are female and one of whom is Hispanic.beyond ten. Pursuant to the Company’s Restated Articles of Incorporation, the Board of Directors is divided into three classes. The terms of office of the three classes of directors end in successive years.

The Company’s Corporate Governance Guidelines provide that an employee member must offer to submit his or her letter of resignation as a director upon his or her retirement or termination of employment, and if such offer is accepted, such employee member can remain on the Board for a period of no longer than one year following retirement from, or termination of, employment with the Company. Additionally, the Company'sCompany’s Corporate Governance Guidelines provide that any director must offer to submit his or her letter of resignation as a director upon a change in principal occupation that differs from that which they were engaged and elected to the Board. The Board, with input from the Governance and Sustainability Committee and the Chief Executive Officer, will consider whether to accept such offer. Further, the

Company’s BylawsAmended and Restated By-laws and Corporate Governance Guidelines provide that no person may be eligible for nomination, nor elected to fill a vacancy on the Board of Directors, after attaining 75 years of age, and any director that, if nominated, would attain 75 years of age during such term as a director, shall retire from the Board of Directors immediately prior to the next annual meeting of the shareholders following such director attaining 75 years of age.

John D. Turner, the Company’s current Chairman of the Board, has attained the mandatory retirement age and will retire from the Board at the Annual Meeting. The Board of Directors and management ofhas also implemented a director resignation policy under the Company express their sincerest gratitudeCompany’s Corporate Governance Guidelines. The director resignation policy requires each nominee to Mr. Turner for his service on the Board of Directors, and as Chairmanprior to any election of directors, to submit a conditional resignation to the Board of Directors in connection with such nominee’s nomination. In the event a nominee fails to receive the vote of at least a majority of the Board. Mr. Turner’s expertisevotes cast in an uncontested election, such director is required under the Company’s Corporate Governance Guidelines to conditionally resign from the Board, and leadership have been invaluablethe Governance and Sustainability Committee will make a recommendation to the Board whether to accept or reject the tendered conditional resignation. The Board of Directors must act on the tendered resignation, taking into account the Governance and Sustainability Committee’s recommendation, within ninety (90) days from the date of the certification of the election results. The Board shall promptly disclose its decision regarding the tendered resignation by furnishing a Current Report on Form 8-K to the U.S. Securities and Exchange Commission (the “SEC”), including its rationale for accepting or rejecting the tendered resignation. In making their recommendation and decision, the Governance and Sustainability Committee and Board may consider the following factors or other information that it considers appropriate and relevant: (i) the stated reasons, if any, why shareholders withheld their votes; (ii) possible alternatives for curing the underlying cause of the withheld votes; (iii) the director’s qualifications in light of the overall composition of the Board; (iv) the director’s past and expected future contributions to the Board and Company during his tenure as a directorwhole; (v) potential adverse consequences of accepting the resignation, including failure to comply with any applicable rule or regulation; and Chairman(vi) the best interests of the Company and its shareholders. If the Board accepts a director’s tendered resignation, the Board, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board, pursuant to the Amended and Restated By-laws of the Company. If a director’s resignation is not accepted by the Board, such director will continue to serve in accordance with existing Company regulations. Any director whose tendered resignation is being considered shall not participate in the deliberations conducted by the Governance and Sustainability Committee or the Board.

The Board has currently determined that an independent, non-employee member should be appointed to serve as ChairmanChairperson of the Board. The Board believes that separation of the positions of ChairmanChairperson of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as ChairmanChairperson of the Board, strengthens the Company’s corporate governance. Mr. Turnergovernance and enhances the Board’s ability to fulfill its oversight responsibilities. Alvaro Garcia-Tunon is the Company’s current independent, non-employee ChairmanChairperson of the Board. Subject to, and in anticipation of, the re-election of Alvaro Garcia-Tunon to the Board, the Board has elected Mr. Garcia-Tunon to assume the office of Chairman of the Board upon Mr. Turner’s retirement at the Annual Meeting. Upon his election as Chairman of the Board, Mr. Garcia-Tunon will resign from each of the committees other than the Executive Committee.

The ChairmanChairperson of the Board and the other independent directors meet at such times as are necessary and generally on the dates of regularly scheduled Board meetings. The independent directors met a total of five (5)eight (8) times in fiscal 2021.2023.

During fiscal 2021,2023, there were five (5)six (6) regularly scheduled meetings and notwo (2) special Board meetings.

There are six (6) standing committees appointed by the Board --Board: the Executive Committee, the Corporate Governance and Sustainability Committee, the Audit Committee, the Finance Committee, the Compensation Committee and the SpecialM&A Review Committee.

The Executive Committee is appointed by the Board to have and exercise during periods between Board meetings all of the powers of the Board during periods between Board meetings, except that the Executive Committee may not elect directors, change the membership of or fill vacancies on the Executive Committee, change the By‑laws of the Company or exercise any authority specifically reserved by the Board. Among the functions customarily performed by the Executive Committee during periods between Board meetings are the approval, within limitations previously established by the Board, of the principal terms involved in sales of securities of the Company, and such reviews as may be necessary of significant developments in major events and litigation involving the Company. In addition, the Executive Committee is called upon periodically to provide advice and counsel in the formulation of corporate policy changes and, where it deems advisable, make recommendations to the Board.

The members of the Executive Committee are currently John D. TurnerAlvaro Garcia-Tunon (Chairperson), Katherine E. Dietze, Alvaro Garcia-Tunon,Lillian D. Etzkorn, Morgan K. O’Brien, and Jerry R. Whitaker. Upon Mr. Turner’s retirement from the Board at the Annual Meeting and subject to the anticipated re-election of Mr. Garcia-Tunon to the Board, Mr. Garcia-Tunon shall become the Chairperson of the Executive Committee. The Executive Committee holds meetings at such times as are required. The Executive Committee did not meet in fiscal 2021.2023.

The principal functions of the NominatingGovernance and Corporate GovernanceSustainability Committee are, among other things, to: (1) identify individuals qualified to become members of the Board of Directors; (2) review the qualifications of directors and the composition of the Board of Directors, and recommend to the Board of Directors the director nominees for the next annual meeting of the shareholders; (3) maintain, monitor and recommend to the Board of Directors changes as necessary, to the Company’s Corporate Governance Guidelines;Guidelines, as necessary; (4) lead the Board of Directors in complying with its Corporate Governance Guidelines; (5) review and make recommendations to the Board of Directors concerning director compensation; and (6) review any related matters required by the federal securities laws or Nasdaq. The Governance and approve related person transactions pursuant to the Company’s Code of Business Conduct and Ethics (the "Code of Conduct"). The Nominating and Corporate GovernanceSustainability Committee is also responsible for the annual evaluations of the performance of the Board of Directors and the Committees of the Board, including individual directors. The Committee is committed to ensuring that: (i) the nominees for membership on the Board of Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company;Company, and (ii) the governance of the Company is in full compliance with applicable law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of the business and operations of the Company. In addition, the Governance and Sustainability Committee oversees, in conjunction with the Audit Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. From time to time, the NominatingGovernance and Corporate GovernanceSustainability Committee has retained the services of a third-party search firm to assist in the identification and evaluation of potential nominees for the Board of Directors. The NominatingGovernance and Corporate GovernanceSustainability Committee operates pursuant to a charter and the Company’s Corporate Governance

Guidelines, which are available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance”.“Governance.” The Board has determined that all members of the NominatingGovernance and Corporate GovernanceSustainability Committee are independent in accordance with the listing standards of Nasdaq. The NominatingGovernance and Corporate GovernanceSustainability Committee met four (4)nine (9) times during fiscal 2021.2023. The current members of the NominatingGovernance and Corporate GovernanceSustainability Committee are Jerry R. Whitaker (Chairperson), Katherine E. Dietze and Terry L. Dunlap.

The principal functions of the Audit Committee are to provide oversight of: (1) the integrity of the Company'sCompany’s financial statements, reports on internal controls and other of the Company'sCompany’s financial information; (2) the Company'sCompany’s compliance with legal and regulatory requirements; (3) the qualifications and independence of the Company'sCompany’s independent registered public accounting firm; (4) enterprise risk, including cybersecurity programs; and (4)(5) the performance of the Company'sCompany’s internal audit function (including disclosure controls and procedures for internal controls over financial reporting) and independent registered public accounting firm. The Committee is also responsible for the oversight of the Company's environmental, health, and safety programs. The Audit Committee serves as a vehicle to provide an open avenue of communication between the full Board of Directors and the Company’s financial management team and internal audit department, and the independent registered public accounting firm. The Audit Committee is also responsible for appointing the Company'sCompany’s independent registered public accounting firm.firm and oversees, in conjunction with the Governance and Sustainability Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Audit Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled "Governance".“Governance.”

All of the Audit Committee members, Alvaro Garcia-Tunon (Chairperson), Lillian D. Etzkorn (Chairperson), Morgan K. O’Brien, Aleta W. Richards and Jerry R. Whitaker, have been determined in the Board’s judgment to be independent from the Company and its management within the meaning of regulations of the U.S. Securities and Exchange Commission (the "SEC"“SEC”) relating to audit committee independence, Nasdaq regulations and the Company’s Corporate Governance Guidelines. All of the Audit Committee members aremeet the qualifications of “audit committee financial experts,expert,” as determined by the Board pursuant to SEC regulations,regulations; however, Ms. Etzkorn has been designated as the ranking Audit Committee financial expert. During fiscal 2021,2023, the Audit Committee met six (6) times. Subject to, and in anticipation of, the election of Mr. Garcia-Tunon to the office of Chairman of the Board and his resignation from the Audit Committee, Ms. Etzkorn will assume the office of Chairperson of the Audit Committee.

The Finance Committee provides oversight of the Company’s financial policies, strategies and capital structure. The Committee’s principal responsibilities include, among others, reviewing and monitoring of the Company’s: (1) significant capital expenditures; (2) mergers, acquisitions, divestitures, and divestitures;investments; (3) capital structure, debt and equity offerings; (4) the dividend policy and share repurchase program; (5) risk management programs;strategies for commodity, interest rate, foreign exchange and other financial exposures; and (6) investor relations program. The Committee also provides oversight to the Pension Board on employee retirement benefit plan matters and related plan investment management. Ms. Katherine E. Dietze is Chairperson of the Finance Committee. The other members of the Finance Committee are Gregory S. Babe, Don W. Quigley, Jr., David A. Schawk and Lillian D. Etzkorn. The Finance Committee met six (6)five (5) times in fiscal 2021.2023.

The principal functions of the Compensation Committee, the members of which are Morgan K. O’Brien (Chairperson), Terry L. Dunlap, Alvaro Garcia-TunonAleta W. Richards and Don W. Quigley, Jr.,David A. Schawk, are to review periodically the suitability of the remuneration arrangements (including benefits) for the Company'sCompany’s Chief Executive Officer and other members of management of the Company, and to prepare an annual report on executive compensation for inclusion in the Company’s Proxy Statement. The Compensation Committee also reviews, at least annually, succession plans for the position of Chief Executive Officer and other senior executive positions of the Company. The Committee also addresses matters related to the Company's human capital management. In addition, the Compensation Committee oversees, in conjunction with the Audit Committee and the Governance and Sustainability Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Compensation Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled "Governance". “Governance.” Pursuant to its charter, the Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more of its members. In addition, the Compensation Committee may delegate to Company officers or a committee of employees any of its responsibilities with respect to non-equity based plans.

The Board has determined that all members of the Compensation Committee are independent in accordance with the listing standards of Nasdaq. During fiscal 2021,2023, the Compensation Committee met four (4)three (3) times.

The SpecialM&A Review Committee was initially established in 2014 to provideprovides oversight, on an as-needed basis, of integration planning and implementation for the Company’s significant acquisitions. The members of the SpecialM&A Review Committee were Alvaro Garcia-Tunonare Terry L. Dunlap (Chairperson), Gregory S. Babe, Joseph C. Bartolacci, and Terry L. Dunlap.David A. Schawk. The Committee did not meetmet four (4) time in fiscal 2021. Subject to, and in anticipation of, the election of Mr. Garcia-Tunon to the office of Chairman of the Board, Mr. Garcia-Tunon shall resign from the Special Committee and the Board shall identify a new Chairperson of the Special Committee.2023.

The Compensation Committee currently consists of Mr.Morgan K. O’Brien Mr.(Chairperson), Terry L. Dunlap, Mr. Garcia-TunonAleta W. Richards and Mr. Quigley.David A. Schawk. None of the members of the Compensation Committee have ever been an officer or employee of the Company or any of its subsidiaries.subsidiaries, other than David A. Schawk, who served as Group President of SGK Brand Solutions from July 2014 to November 2019. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

During fiscal 2021,2023, all directors attended at least 75% of Board and respective Committee meetings.

Although the Company does not have a formal policy with regard to Board members attending the Annual Meeting of the Shareholders, it is customary for the Board members to do so, and, in general, all or most of the Board members have attended annual meetings in the recent past.

Director compensation is determined and administered by the Corporate Governance and Sustainability Committee. In performing its duties, the Corporate Governance and Sustainability Committee consults with various independent third-party advisors. In fiscal 2021,2023, the Corporate Governance and Sustainability Committee consulted with Pay Governance, LLC, an independent executive compensation consulting firm.

Under the Company’s 2019 Director Fee Plan, for fiscal 20212023, each eligible non-employee director received an annual retainer valued at $85,000,$90,000, which was payable either in cash or in shares of the Company’s common stock,Common Stock, as determined by the Corporate Governance and Sustainability Committee. If payable in cash, a director may elect to receive the annual retainer in (a) shares of Company Common Stock or (b) Common Stock credited to a deferred stock account as phantom stock. If the annual retainer is paid in shares of Company Common Stock, a director may defer the receipt of such Common Stock into a deferred stock account as phantom stock.

Each non-employee director is also eligible to receive an annual stock-based grant in the form of either non-statutory stock options, stock appreciation rights, restricted shares or restricted share units ("RSUs"(“RSUs”). The form and value of the awards are determined by the Corporate Governance and Sustainability Committee. The

value of the annual grants awarded for fiscal 20212023 was $125,000,$140,000, issued in the form of RSUs, which vest on the second anniversary of the date of the grant. At December 31, 2021, there were 132,643 shares available for future issuance under the 2019 Director Fee Plan, including 74,639 RSUs that have been granted and 15,966 share units that have been deferred under the 2019 Director Fee Plan.

The Company does not provide any retirement benefits or perquisites to any of its non-employee directors.

The following table summarizes the director compensation earned by the non-employee directors of the Company for fiscal 2021.2023.

Nominations for election to the Board of Directors may be made by the Corporate Governance and Sustainability Committee or by the shareholders pursuant to the provisions set forth in the Company’s Restated Articles of Incorporation and Bylaws.Amended and Restated By-laws.

Joseph C. Bartolacci, Katherine E. Dietze, Lillian D. Etzkorn and Jerry R. Whitaker,Morgan K. O'Brien, whose terms of office are expiring, have been nominated by the CorporateBoard of Directors upon the recommendation of the Governance and Sustainability Committee to serve for three-year terms that will end in 2025.2027 or until their successors are elected and qualified.

The Company’s process for identifying and evaluating director nominees and filling director vacancies includes determination of the professional skills and background desired to serve the best interests and current needs of the Company and its shareholders, possible retention of a third-party search firm to assist in the identification and evaluation of director candidates, consideration of candidates nominated by shareholders (if any), evaluation of a candidate’s credentials and experience by the NominatingGovernance and Corporate GovernanceSustainability Committee (including personal interviews with selected candidates), and a formal recommendation by the Corporate Governance and Sustainability Committee to the Board of Directors regarding the candidate considered to be the most qualified to be nominated for election to the Board or to fill the director vacancy.

The Corporate Governance and Sustainability Committee assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications: candidates are to be of the highest ethical character, share the values of the Company, have reputations, both personal and professional, consistent with the image and reputation of the Company, be highly accomplished in their respective field, with superior credentials and recognition, and provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. The Board may prioritize the foregoing criteria depending on the current needs of the Board and the Company. The Board does not have a formal diversity policy for selecting directors but considers diversity of race, gender and national origin to be relevant factors that are weighed with other criteria in recommending and nominating directors for election to the Board of Directors of Matthews.

The table below sets forth, as of the Company’s Corporate Governance Guidelines, anydate of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election and each other individual who experiences a change in principal occupation or primary business affiliation while servinghas been nominated by the Board to serve as a director must promptly offer to submit a letter of resignationour Company:

The paragraphs below provide further information about each Board Nominee, each of Directorswhom has no reason to believe that any of the current nominees for director will become unavailable for election. However, if any nominee should become unavailable prior to the Annual Meeting, the accompanying proxy will be voted for the election in the nominee's place of such other person as the Board of Directors may recommend in the nominee’s place.

The Board believes that Mr. Bartolacci is well-qualified to serve on the Company’s Board of forgedDirectors based on his firsthand operating experience in many of the Company’s diverse global businesses and cast engineered products. He also servesbrings a well-developed understanding of the industries in which the Company operates, as a board member forwell as the Foundation for Indiana Universityopportunities within those industries to drive shareholder value. In addition, he provides management’s perspective in Board decisions about the business and strategic direction of Pennsylvania (FIUP).the Company.

The Board believes that Ms. Etzkorn is well-qualified to work with Wabtecserve on the Company’s Board of Directors due to her strong leadership skills and financial acumen.

The Board believes that he was Executive Vice President, Chief Financial Officer and SecretaryMr. O’Brien is well-qualified to serve on the Company’s Board of Wabtec since December 2010. Prior thereto, heDirectors due to having served as Senior Vice President,a Chief FinancialExecutive Officer and Secretary of Wabtec since 2003. Having served as the Chief Financial Officer of a public company with global operations, Mr. Garcia-Tunon hasmore than 10 years’ experience in that role. As such, he brings significant leadership skills to the Board of Directors. With his experience in international business, corporate governancethe areas of accounting and risk management. As a Certified Public Accountant,taxation, he also provides the Board and the Audit Committee, of which he is a Chairman, themember, with strong financial and accounting skills required to be considered a financial expert. Mr. Garcia-Tunon is also Chairman of the Special Committee and is a member of the Executive and Compensation Committees. Mr. Garcia-Tunon currently is serving on the board of directors,audit committee and finance committee of Allison Transmission Holdings, Inc., a global provider of commercial-duty automatic transmissions and hybrid propulsion systems. Mr. Garcia-Tunon graduated from the College of William and Mary with a Juris Doctor degree and is a graduate of the University of Virginia with a Bachelor of Science degree in Commerce and Accounting.skills.

The Board believes that Mr. Dunlap is well-qualified to serve on the Liberty Property Trust board from January, 2011Company’s Board of Directors due to March, 2020.his experience and knowledge in the global manufacturing industry.

The Board believes that Mr. O’BrienGarcia-Tunon is well-qualified to serve on the Company’s Board of Directors due to his having served as the President and Chief ExecutiveFinancial Officer of Peoples Natural Gas Company LLC, a utility serving the southwestern Pennsylvania market, from February 2010 until March 16, 2020. Prior thereto, Mr. O’Brien served as President and Chief Executive Officer of Duquesne Light Holdings, an electric utilitypublic company serving western Pennsylvania, since 2001. He held various senior executive positions at Duquesne Light Holdings since 1991. Prior to joining Duquesne Light Holdings, Mr. O’Brien served in various management positions at PNC Bank and at major accounting firms. Having served as a Chief Executive Officer and with more than 10 years experience in that role, Mr. O’Brien brings significantglobal operations, he has leadership skills to the Board of Directors. With his experience in the areas of accountinginternational business, corporate governance and taxation,risk management. As a Certified Public Accountant, he also provides the Board and the Audit Committee, of which he is a member, with strong financial and accounting skills. Mr. O’Brien

Marketing and International Business and a Doctor of Business Administration from the Ross School of Business, Georgia State University. He currently serves

The Board believes that Dr. Richards is well-qualified to serve on the boardCompany’s Board of directors of Gold Eagle Company, a family-owned provider of automotive fluidsDirectors with her strong background and additives.expertise in international business, marketing, sales, strategy as well as human resources and people management.

The Board believes that Mr. Schawk is well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer and director of a multinational brand development and brand management company.

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

In accordance with Section 1713 of sharesthe BCL, prior to the Amendment Date, the Company’s Amended and Restated By-laws provided that, to the fullest extent of the law, the directors of the Company shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under the Company’s Restated Articles of Incorporation, Amended and Restated By-laws or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Historically, the BCL has not authorized the limitation of liability of officers in a comparable manner.

The Board believes that adopting the Officer Exculpation Amendment is in the best interests of the Company and its shareholders. Accordingly, the Board has unanimously approved, subject to shareholder approval, an amendment to Section 6.01 of the Amended and Restated By-laws that would provide for exculpation of the Company’s Common Stock authorized for issuance underofficers as permitted by Section 1735 of the BCL. The Board has also adopted resolutions recommending that the amendment be submitted to shareholders and recommending that shareholders approve the amendment.

The amended Section 6.01 of the Amended and Restated Plan would increaseBy-laws is set forth as Appendix A to 3,450,000. The Restated Plan will amend and restatethis Proxy Statement. As permitted by Section 1735 of the Matthews International Corporation 2017 Equity Incentive Plan (the “Initial Plan”).BCL, the proposed amendment also clarifies the effect of any amendment, repeal, adoption or modification of such exculpation on the rights or protections of a current or former director existing at the time of such amendment, repeal, adoption or modification.

The affirmative vote of a majority of the votesshares 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.

If approved, the Officer Exculpation Amendment would become effective immediately, and the amendment of $41.70 and weighted average remaining term of 4.3 years), 1,404,325 restricted share units (issuable as full value shares upon settlement of such restricted share units) under the Initial Plan; plus no outstanding stock options, 15,966 deferred share units (issuable as full value shares upon settlement of such deferred share units), 74,639 restricted share units (issuable as full value shares upon settlement of such restricted share units), and 42,038 shares available for future grant under the Company’s 2019 Director Plan; plus no outstanding stock options, 12,761 deferred share units (issuable as full value shares upon settlement of such deferred share units), and no shares available for future grant under the Company’s Amended and

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, 2022.2024.

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 representedcast at the meeting and entitled to vote, a quorum being present. Abstentions 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, 2022.2024.

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" or by proxy,cast 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.

The Company'sCompany’s Restated 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 are 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 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"“control persons” of the Company.

This information presented is as of November 30, 2021,2023, except as otherwise noted. The percentage ownership calculation is based on 30,751,662 shares of Common Stock outstanding.

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 six 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, 2021,2023, all NEOs (as defined below) exceeded, and were therefore in compliance with, 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, 2021,2023, all of the directors had met or exceeded, and were therefore in compliance with, 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 20222024 Proxy Statement, and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.2023.

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

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 attainment of adjusted earnings before interest, income taxes, depreciation and amortization ("EBITDA"), economic value added, and adjusted operating cash

flow targets. Adjusted net income is utilized instead of adjusted EBITDA for Corporate participants. For purposes of our annual incentive plan, “economic value added” is the measure of adjusted EBITDA (or adjusted net income for Corporate participants) compared to the cost of the capital utilized to generate this income. Adjusted operating cash flow is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital.capital of the Company's business units. Our long-term incentive plan awards in fiscal 20212023 rewards participants for the achievement of stock price appreciationearnings per share targets and return on invested capital ("ROIC"value (“ROIC”).

The principal objectives of the Company’s executive compensation program for the Company’s named executive officers ("NEOs"(“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 itsour philosophy is to:

Our compensation philosophy targets the market median for all elements of compensation.

At the Company’s annual meeting held in February 2021,2023, approximately 94%90% of votes cast were in support of the compensation of our NEOs. Given this level of support, the Committee is satisfiedbelieves that the Company’s executive compensation programs appropriately link our executive compensation to the performance of the Company 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 ongoingannual outreach efforts with its largest shareholders and consistent with fiscal 2020, deemed that the current executive compensation design aligns with the expectations of our shareholders. No critical feedback was received from shareholders that suggested the Committee needs to revise the design of a particular compensation policy or practice. Therefore, based on the results of our latest Say-on-Pay vote and feedback from investors, the Committee maintained its core executive compensation design. A summary of our executive compensation program for fiscal 20212023 is included in the table below.

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

Despite the challenging conditions ofover the past several years, including the pandemic and the global economy, the Committee emphasized the importance of remaining consistent with the Company’s executive compensation philosophies, which target base salaries at market median levels and reward executives for performance against pre-established targets and creation of shareholder value. As noted in the pie chart on page 39,30, variable, at-risk compensation accounted for 83% of our CEO’s target compensation.

Key performance considerationsindicators considered by the Committee in November 2022 in determining Mr. Bartolacci’s compensation for fiscal 20212023 were as follows:

In consideration of the Committee’s executive compensation philosophy and these performance factors, the Committee approved the following compensation changes. Mr. Bartolacci’s total compensation shown in the Summary Compensation Table increased 3.6% in fiscal 2021.

In addition, as shown in the table on page 43,34, Mr. Bartolacci forfeited equity awards in November 2021 and November 20202022 with an original grant date valuesvalue of $1,650,444 and $641,813, respectively.$1,567,399. As further emphasis on the Committee’s philosophy to align long-term incentive compensation with the Company’s performance, the actual realized portion of the performance-based long-term incentive compensation awards that were granted over the past five years for the Company's CEO was 49.0%61.1% (see table on page 43)34).

The pie charts below show the mix of target compensation provided to our CEO and other NEOs in fiscal 2021.2023. Variable, at-risk compensation accounted for 83% of our CEO’s target compensation and 68%66% of our other NEOs compensation on average.

The principal function of the Compensation Committee is to review the Company’s compensation and benefit programs, including executive compensation and benefits, to ensure that total compensation is appropriate, competitive and consistent with the Company’s compensation philosophy. In performing its duties, the Compensation Committee consults with the Company’s CEO, the Company’s Human Resources Leadershiphuman resources leadership and various independent external advisors. In fiscal 2021,2023, the Compensation Committee consulted principally with Pay Governance, LLC, an independent executive compensation consulting firm. Pay Governance, LLC does not perform any other services for the Company and reports directly to the Compensation Committee. The Compensation Committee has full authority to retain external advisors, consultants and agents, as necessary, in the fulfillment of its responsibilities. The Compensation Committee reviews the performance and the fees of the independent consultant each year and determines whether to retain such consultant for the upcoming year.

Among its other duties, the Compensation Committee has responsibility for setting executive base salary levels and administering the terms and policies of the following key executive benefit plans:

In general, the Compensation Committee’s desire to align the Company's executive compensation program with market levels drives the allocation between short-term and long-term compensation, as well as cash and equity components. The Compensation Committee believes that the level of compensation provided to an executive should be based on success against pre-established performance goals that drive the creation of shareholder value. To achieve this objective, the Company has built its current annual cash incentive plan based on achievement of adjusted EBITDA, economic value-added and adjusted operating cash flow

targets. For the long-term plan, the Compensation Committee generally provided equity awards in fiscal 20212023 (November 2020) with vesting provisions dependent on time2022) and service (50%) and the achievement of stock price appreciation (25%) and return on invested capital (25%) targets. For fiscal 20222024 (November 2021), the Compensation Committee provided equity awards2023) with vesting provisions dependent on time and service (40%) and the achievement of adjusted earnings per share (stock price appreciation in fiscal 2024) (30%) and return on invested capital (30%) targets. The Company has no formal policy regarding the allocation of variable and fixed compensation for its NEOs.

The Compensation Committee has considered whether its executive compensation program promotes risk taking at levels that are unacceptable to the Company. The Compensation Committee considered the following factors related to risk:

The Compensation Committee believes that the above factors as well as the overall executive compensation design, policies and mix of compensation serve to manage risk in a manner that is acceptable to the Company and its shareholders.

The Compensation Committee makes decisions regarding executive compensation with input from its independent consultant. When making decisions regarding compensation for the CEO, the Compensation Committee has a process in which it considers comparative market data provided by its independent consultant and the CEO’s performance assessment prepared by the Company’s Board of Directors. When making decisions regarding compensation for executives other than the CEO, the Compensation Committee considers comparative market data and seeks input and evaluates recommendations from the CEO. In order to obtain comparative market data for evaluating executive compensation, the Company, through its independent consultant, utilizes compensation data published by Willis Towers Watson. The Company targets industrial and manufacturing companies of similar size, complexity, employment region and performance in developing this set of comparative data. Because data sample sizes for these types of companies may not be sufficient, the Company supplements such data with broader and more general industry data to develop its market data.

In evaluating compensation for fiscal 2021,2023, the Compensation Committee’s independent consultant developed a group of peer companies to make assessments of market compensation and to determine the alignment of compensation earned relative to Company and peer performance. The peer group targeted industrial/manufacturing companies of similar size, complexity, employment region and performance. The peer group of companies used in evaluating compensation (“Peer Group”) for 20212023 was: