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 23, 2015
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 5.07 | Submission of Matters to a Vote of Security Holders |
Election of Directors
On July 23, 2015, the shareholders of Modine Manufacturing Company voted to elect Suresh V. Garimella, Christopher W. Patterson, and Christine Y. Yan to serve as directors until the 2018 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 |
| Suresh V. Garimella | 38,748,830 | 647,138 | 111,263 | 4,638,846 |
| Christopher W. Patterson | 38,682,519 | 713,776 | 110,936 | 4,638,846 |
| Christine Y. Yan | 38,743,230 | 648,506 | 115,495 | 4,638,846 |
Approval of Advisory Vote on Named Executive Officer Compensation (Say on Pay)
The shareholders approved the advisory vote on named executive officer compensation. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 37,153,751 | 2,146,541 | 206,939 | 4,638,846 |
Ratification of Independent Registered Public Accounting Firm
The shareholders ratified 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 |
| 43,088,433 | 879,250 | 178,394 |
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 Communications, |
| | General Counsel and Secretary |
Date: July 27, 2015
