UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
July 22, 2010
Modine Manufacturing Company
Exact name of registrant as specified in its charter
| Wisconsin | 1-1373 | 39-0482000 |
| State or other jurisdiction of incorporation | Commission File Number | I.R.S. Employer Identification Number |
| 1500 DeKoven Avenue, Racine, Wisconsin | 53403 |
| Address of principal executive offices | Zip Code |
| Registrant’s telephone number, including area code: | (262) 636-1200 |
Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| o | Written communications pursuant to Rule 425 under the Securities Act |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
TABLE OF CONTENTS
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
| Item 9.01 | Financial Statements and Exhibits |
Signature
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Election of Directors
On July 22, 2010, the shareholders of Modine Manufacturing Company voted to elect Thomas A. Burke, Charles P. Cooley and Gary L. Neale to serve as directors until the 2013 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The results of the vote were as follows:
| Director | For | Against | Abstain | Broker Non-Votes |
| Thomas A. Burke | 39,484,012 | 367,303 | 56,056 | 3,975,614 |
| Charles P. Cooley | 39,633,033 | 306,458 | 64,945 | 3,975,614 |
| Gary L. Neale | 39,311,923 | 430,333 | 165,115 | 3,975,614 |
Ratification of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm with 43,537,021 votes for ratification, 281,019 votes against and 64,945 votes abstaining.
Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release reporting the voting on the matters presented at the annual meeting.
| Item 9.01 | Financial Statements and Exhibits |
| 99.1 | Press Release dated July 22, 2010 relating to voting results of the 2010 Annual Meeting of Shareholders |
SIGNATURE
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.
| | Modine Manufacturing Company |
| | |
| | |
| | By: /s/ Thomas A. Burke |
| | Thomas A. Burke President and Chief Executive Officer |
| | |
| | |
| | By: /s/ Margaret C. Kelsey |
| | Margaret C. Kelsey Vice President – Corporate Development, General Counsel and Secretary |
Date: July 26, 2010
EXHIBIT INDEX
| Press Release dated July 22, 2010 relating to voting results of the 2010 Annual Meeting of Shareholders |
