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8-KThe WireRoutine

Shareholder Vote

Filed Aug 21, 2023 · 2y ago · Accession 0001140361-23-040631

Plain English

Material event — a significant development the company must disclose promptly.

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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):   August 17, 2023 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 (§230.405 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 5.07 Submission of Matters to a Vote of Security Holders Election of Directors On August 17, 2023, the shareholders of Modine Manufacturing Company voted to elect Eric D. Ashleman, Marsha C. Williams, and William A. Wulfsohn to serve as directors until the 2026 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 Eric D. Ashleman 43,857,211 1,531,141 23,993 2,238,118 Marsha C. Williams 34,141,165 11,242,284 28,896 2,238,118 William A. Wulfsohn 43,985,536 623,840 802,969 2,238,118 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 42,581,516 2,796,691 34,138 2,238,118 Approval of Advisory Vote on the Frequency of Shareholder Advisory Votes on Named Executive Officer Compensation The shareholders approved one year as the frequency of shareholder votes on named executive officer compensation.  The results of the vote were as follows: One Year Two Years Three Years Abstain 41,363,806 54,747 3,889,254 104,538 Ratification of Independent Registered Public Accounting Firm The shareholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm.  The results of the vote were as follows: For Against Abstain 47,552,793 72,415 25,255 2 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/ T. Michael Rathburn     T. Michael Rathburn     Associate General Counsel-Interim General Counsel Date: August 21, 2023 3
Filing details
Ticker
MOD
CIK
67347
Form type
8-K
Filing date
Aug 21, 2023
Report date
Aug 17, 2023
Document
brhc20057762_8k.htm
Size
170 KB