UNITED STATESSECURITIES 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 17, 2014
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 |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Modine Manufacturing Company (the “Company”) held on July 17, 2014, the Company’s shareholders approved the amendment and restatement of the Company’s 2008 Incentive Compensation Plan. The terms of the Amended and Restated 2008 Incentive Compensation plan were described under Item 2 of the Company’s Proxy Statement relating to the Annual Meeting, which was filed on Schedule 14A on June 17, 2014. A copy of the Amended and Restated 2008 Incentive Compensation Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Company’s Annual Meeting held on July 17, 2014, the shareholders of Modine Manufacturing Company voted as follows:
Election of Directors
To elect David J. Anderson, Larry O. Moore and Marsha C. Williams to serve as directors until the 2017 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 |
| David J. Anderson | 39,318,150 | 178,119 | 103,555 | 4,314,015 |
| Larry O. Moore | 39,283,509 | 216,408 | 99,907 | 4,314,015 |
| Marsha C. Williams | 38,761,948 | 740,379 | 97,497 | 4,314,015 |
Amendment and Restatement of 2008 Incentive Compensation Plan
To approve the amendment and restatement of the 2008 Incentive Compensation Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 34,437,768 | 2,086,362 | 3,075,694 | 4,314,015 |
Approval of Advisory Vote on Named Executive Officer Compensation (Say on Pay)
To approve the advisory vote on named executive officer compensation. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 33,738,241 | 2,747,239 | 3,114,344 | 4,314,015 |
Ratification of Independent Registered Public Accounting Firm
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. The results of the vote were as follows:
| For | Against | Abstain |
| 42,942,430 | 947,080 | 24,329 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Exhibit Description |
| 10.1 | Amended and Restated 2008 Incentive Compensation Plan |
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/ Margaret C. Kelsey |
| Margaret C. Kelsey Vice President, Legal and Corporate Communica tions, General Counsel and Secretary |
Date: July 18, 2014
Exhibit Index
Exhibit No. | Exhibit Description |
| |
| Amended and Restated 2008 Incentive Compensation Plan |
