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 21, 2022
Modine Manufacturing Company
(Exact name of registrant as specified in its charter)
Wisconsin
| 001-01373
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.625 par value
| MOD
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230 .40 5 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 |
At the 2022 Annual Meeting of Shareholders held on July 21, 2022, the shareholders of Modine Manufacturing Company (the “Company”) approved the amendment and restatement of the Company’s 2020 Incentive Compensation Plan (the “Plan”). 4,437,500 shares of the Company’s common stock are available for issuance under the Plan, subject to adjustment as provided in the Plan. A description of the Plan is included in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on June 21, 2022, under the heading “Item 2 – Approval of the Amendments to the Company’s 2020 Incentive Compensation Plan.” The description of the Plan is qualified in its entirety by the text of the Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Election of Directors
On July 21, 2022, the shareholders of Modine Manufacturing Company voted to elect Neil D. Brinker, Katherine C. Harper, and David J. Wilson to serve as directors until the 2025 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 |
| Neil D. Brinker | 41,722,276 | 1,937,793 | 14,545 | 2,616,936 |
| Katherine C. Harper | 42,684,439 | 928,271 | 61,904 | 2,616,936 |
| David J. Wilson | 42,679,778 | 933,320 | 61,516 | 2,616,936 |
Approval of Amendments to the Company’s 2020 Incentive Compensation Plan
The shareholders approved the amendments to the Company’s 2020 Incentive Compensation Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 41,283,464 | 2,356,998 | 34,152 | 2,616,936 |
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 |
| 40,457,330 | 3,164,720 | 52,564 | 2,616,936 |
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 |
| 44,806,115 | 1,407,267 | 78,168 |
| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are being furnished herewith:
| Amended and Restated 2020 Incentive Compensation Plan |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Sylvia A. Stein |
| | | Sylvia A. Stein Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
| | | |
Date: July 26, 2022 | | |
