Executive Change · Shareholder Vote

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 2 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   (d) Exhibits The following exhibits are being furnished herewith: 10.1 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       3