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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 20, 2026
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 5.07Submission of Matters to a Vote of Security Holders
Election of Directors
On August 20, 2026, the shareholders of Modine Manufacturing Company voted to elect Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams to serve as directors until the 2029 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 | 41,246,977 | 3,610,837 | 41,125 | 3,023,157 |
Alan S. Lowe | 41,232,719 | 3,624,989 | 41,231 | 3,023,157 |
Marsha C. Williams | 38,969,967 | 5,873,557 | 55,415 | 3,023,157 |
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 |
43,253,699 | 1,486,968 | 158,272 | 3,023,157 |
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 |
47,670,574 | 208,761 | 42,761 |
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/ Erin J. Roth |
| | Erin J. Roth |
| | Vice President, General Counsel and Chief Compliance Officer |
| |
Date: August 21, 2026 | |
