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): May 9, 2022
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.) | N/A |
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
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Information to be Included in the Report
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
Modine Manufacturing Company (the “Company”) announced that on May 9, 2022, the Company’s Board of Directors appointed David J. Wilson as director, to fill the vacant seat created by the departure of David G. Bills in January 2022.
Mr. Wilson was appointed to the class of directors with terms ending in 2022. His term commenced immediately and will continue until his successor is duly elected or until his earlier death, resignation or removal. Mr. Wilson has been named to the Audit Committee and the Corporate Governance and Nominating Committee.
| Item 8.01 | Other Events. |
On May 12, 2022, the Company issued a press release announcing Mr. Wilson’s appointment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are being furnished herewith:
| Press Release issued May 12, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| Modine Manufacturing Company | |
By: /s/ Sylvia A. Stein | |
| Sylvia A. Stein | |
| Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer | |
| Date: May 13, 2022 |