form8k-voteofsecurityholders.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K

CURRENT REPORT

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


Date of Report (Date of earliest event reported):
February 17, 2011



MATTHEWS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)


Pennsylvania
0-9115
25-0644320
(State or other jurisdiction of incorporation
(Commission File Number)
(IRS Employer Identification No.)


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



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


 
 

 

Item 5.07  Submission of Matters to a Vote of Security Holders

The Annual Meeting of the Shareholders of Matthews International Corporation was held on February 17, 2011.  A total of 29,604,856 shares of Class A Common Stock were eligible to vote at such meeting.

The matters voted upon at such meeting were as follows:

1.   Election of Directors:
 
 
The following individuals were nominated for election to the Board of Directors for a term expiring at the Annual Meeting of Shareholders in the year indicated.

 
Term
                 
Nominee
Expiration
 
Votes For
   
Votes Withheld
   
Non Votes
 
Robert G. Neubert
2012
    23,376,995       636,255       2,574,145  
Gregory S. Babe
2014
    23,371,979       641,271       2,574,145  
Martin Schlatter
2014
    23,216,378       796,872       2,574,145  
John D. Turner
2014
    23,162,307       850,943       2,574,145  
 
 
The nominations were made by the Board of Directors and no other nominations were made by any shareholder.  The nominees had currently been members of the Board of Directors at the date of the Annual Meeting.

The terms of the following additional directors continued after the meeting:  J.C. Bartolacci, K.E. Dietze, A. Garcia-Tunon and John P. O’Leary, Jr.

2.  
Adoption of the 2010 Incentive Compensation Plan:

The shareholders voted to approve the adoption of the 2010 Incentive Compensation Plan.

Votes For
   
Votes Against
   
Votes Abstained
   
Non Votes
 
  22,470,165       1,342,847       200,238       2,574,145  

3.  
Selection of Auditors:

 
     The shareholders voted to ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as independent registered public accountants to audit the records of the Company for the fiscal year ending September 30, 2011.
 
 
Votes For
   
Votes Against
   
Votes Abstained
   
Non Votes
 
  26,067,183       516,322       3,890       0  

4.  
Advisory (non-binding) vote on the executive compensation of the Company’s named executive officers:

The shareholders voted in favor of the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure contained in the 2011 proxy statement.

Votes For
   
Votes Against
   
Votes Abstained
   
Non Votes
 
  23,199,166       494,352       319,732       2,574,145  


 
 

 

5.  
Advisory (non-binding) vote on the frequency of the advisory vote on executive compensation:

The shareholders voted to recommend that the Company include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A if the Securities Exchange Act every year.

One Year
   
Two Years
   
Three Years
   
Votes Abstained
   
Non Votes
 
  19,688,825       548,234       3,299,448       476,743       2,574,145  

 
 

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


                                                                 MATTHEWS INTERNATIONAL CORPORATION
                                                                 (Registrant)
 
 
 
 
                                                                By  Steven F. Nicola
                                                                 ----------------------------------
                                                                Steven F. Nicola
                                                                Chief Financial Officer, Secretary and Treasurer



Date: February 22, 2011