{"url_path":"/sec/matw/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/63296/0000063296-26-000080-index.html","accession_number":"0000063296-26-000080","cik":"0000063296","ticker":"MATW","issuer_name":"MATTHEWS INTERNATIONAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/63296/0000063296-26-000080-index.html","primary_entity_key":"0000063296","primary_entity_name":"MATTHEWS INTERNATIONAL CORP"},"word_count":1176,"has_tables":true,"body_markdown":"Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAs previously announced, on July 29, 2026, Joseph C. Bartolacci, the Company’s President and Chief Executive Officer, informed Matthews International Corporation (“Matthews” or the “Company”) of his decision to retire as President and Chief Executive Officer and resign as a director of the Company, and the Company’s Board of Directors (the “Board”) had initiated a succession process to select a successor to Mr. Bartolacci.\n\nOn August 11, 2026 , the Board appointed Michael J. Whitehead, age 52, as President and Chief Executive Officer of the Company and appointed Mr. Whitehead as a director on the Board, to become effective on August 31, 2026 (the “CEO Commencement Date”).\n\nFor more than the past five years, Mr. Whitehead has served in various capacities at Lincoln Electric Holdings, Inc., most recently as Executive Vice President, President, Americans Welding, since February 18, 2026; Senior Vice President, President, Americas Welding, from February 5, 2025 to February 18, 2026; Senior Vice President, President, Global Automation, Cutting and Additive Businesses from January 1, 2019 to February 5, 2025; Senior Vice President, Strategy and Business Development from August 1, 2016 to January 1, 2019; President, Lincoln Canada from January 1, 2015 to August 1, 2016; Director, New Product Development, Consumables R&D from January 1, 2012 to January 1, 2015.\n\nThere is no arrangement or understanding between Mr. Whitehead and any other person, other than the Company, pursuant to which he was appointed as an officer or director. Mr. Whitehead has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Whitehead and any of the Company’s directors and executive officers.\n\nIn connection with Mr. Whitehead’s appointment as President and Chief Executive Officer of the Company, Mr. Whitehead and the Company entered into an offer letter dated August 5, 2026 (the “CEO Offer Letter”). The CEO Offer Letter provides that commencing on the CEO Commencement Date, Mr. Whitehead will serve as President and Chief Executive Officer of the Company.\n\nMr. Whitehead will receive an initial annual base salary equal to $1,000,000 per year, subject to applicable withholdings and deductions. Mr. Whitehead’s base salary will be subject to at least annual reviews for increases by the Compensation Committee of the Board (the “Compensation Committee”). In connection with Mr. Whitehead’s appointment, the Company will pay Mr. Whitehead a one-time cash payment of $300,000 (the “Transition Cash Payment’), subject to applicable withholdings and deductions, which payment shall be made within 30 days of the CEO Commencement Date, subject to Mr. Whitehead’s employment by the Company through such date. In the event that Mr. Whitehead resigns from employment or Mr. Whitehead’s employment is terminated for cause (as defined below) by the Company within 12 months of the CEO Commencement Date, Mr. Whitehead will be required to repay the gross amount of the Transition Cash Payment within 30 days of such separation. The Company will also provide a relocation package to Mr. Whitehead to provide for his relocation to the Pittsburgh, Pennsylvania area on or before September 1, 2027.\n\nCommencing in fiscal year 2027, Mr. Whitehead will be eligible to participate in the Company’s annual incentive compensation plan, with a target bonus opportunity under such plan equal to 100% of his annual base salary and a minimum and maximum bonus opportunity equal to 0% and 200% of his annual base salary, respectively. The Compensation Committee shall establish Company and individual performance objectives with respect to such award. In addition, Mr. Whitehead will be entitled to participate in the Company’s annual incentive compensation plan for fiscal year 2026, to be paid at 100% of the target performance, prorated for the number of days of service in fiscal year 2026, if any.\n\nIn addition, as outlined in the CEO Offer Letter and commencing in fiscal year 2027, Mr. Whitehead will be eligible to receive a long-term incentive award under the Company’s equity incentive plan, consisting of (i) a grant having a grant date fair value of $3,675,000, consisting of a combination of restricted stock units and performance stock units pursuant to such terms established by the Compensation Committee, and (ii) a one-time restricted stock unit award with a grant date value of $1,600,000, subject to a one-year vesting schedule. Mr. Whitehead will also be eligible to participate in the Company’s annual long-term incentive program in future years.\n\nIn the event Mr. Whitehead’s employment is terminated by the Company without cause, Mr. Whitehead will be entitled to severance benefits consisting of twenty-four (24) months of base salary continuation and his annual bonus calculated at 100% of\n\ntarget performance, payable in accordance with the Company’s regular payroll practices and subject to his execution of a customary release of claims. In addition, any outstanding equity awards will be retained by Mr. Whitehead and treated as though his employment had not been terminated and shall vest and be administered in accordance with the provisions applicable to a termination without cause under the Company’s equity plans and applicable award agreements. Mr. Whitehead will also be entitled to compensation or other benefits as set forth in the Company’s standard change in control agreement, to the extent applicable.\n\nFor purposes of the CEO Offer Letter, “cause” means, (i) the conviction of Mr. Whitehead of a felony, or the conviction of Mr. Whitehead of any crime involving moral turpitude, theft, fraud or deceit, each such conviction to be in a court of competent jurisdiction; (ii) conduct of Mr. Whitehead in direct and material violation of the Company’s Code of Conduct and Business Ethics, including conduct of Mr. Whitehead which is reasonably likely to bring the Company or any of its related entities into public disgrace or disrepute; (iii) substantial or continued unwillingness or intentional failure by Mr. Whitehead to perform valid and legal work-related duties as reasonably directed by and consistent with the instructions of the Board; (iv) gross negligence or willful misconduct of Mr. Whitehead in the performance of (or failure to perform) his duties; and (v) any material breach of Mr. Whitehead’s obligations under the terms and conditions of Mr. Whitehead’s confidentiality, non-competition, non-solicitation and intellectual property agreement as executed as a condition of Mr. Whitehead’s employment with the Company.\n\nMr. Whitehead will be eligible to participate in such other employee benefit plans and programs generally available to the Company’s senior executives pursuant to the benefit programs maintained by the Company from time to time.\n\nMr. Whitehead will be employed on an at-will basis, subject to any severance protection described in the CEO Offer Letter. Mr. Whitehead will also be subject to certain covenants, including a non-competition agreement, pursuant to the confidentiality, non-competition, non-solicitation and intellectual property agreement executed simultaneously with Mr. Whitehead’s commencement of employment for the Company.\n\nThis description is qualified in its entirety by reference to the full text of the CEO Offer Letter, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference."}