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 16, 2012



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 16, 2012.  A total of 28,379,460 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
             
Broker
 
Nominee
Expiration
 
Votes For
   
Votes Withheld
   
Non Votes
 
Jerry R. Whitaker
2013
    21,806,090       638,673       2,092,601  
Joseph C. Bartolacci
2015
    21,752,752       692,011       2,092,601  
Katherine E. Dietze
2015
    21,401,680       1,043,083       2,092,601  
Morgan K. O’Brien
2015
    21,811,113       633,650       2,092,601  
 
 
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:  Gregory S. Babe, Alvaro Garcia-Tunon, John P. O’Leary, Jr. and John D. Turner.

2.  
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, 2012.
 
 
                 
Broker
 
Votes For
   
Votes Against
   
Votes Abstained
   
Non Votes
 
  24,311,047       217,167       9,150       0  

3.  
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 2012 proxy statement.

                 
Broker
 
Votes For
   
Votes Against
   
Votes Abstained
   
Non Votes
 
  21,129,143       1,113,330       202,290       2,092,601  


 
 

 

 
 
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 21, 2012