Modine shareholders back directors and pay plan

Q: What directors did MOD shareholders elect at the August 20, 2026 meeting?

Shareholders elected 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.

Q: How did MOD shareholders vote on Say on Pay in 2026?

Shareholders approved the advisory vote on named executive officer compensation, with 43,253,699 votes For, 1,486,968 Against, 158,272 Abstentions, and 3,023,157 Broker Non-Votes.

Q: What were the vote totals for MOD director Eric D. Ashleman?

For director Eric D. Ashleman, there were 41,246,977 For votes, 3,610,837 Against, 41,125 Abstentions, and 3,023,157 Broker Non-Votes.

Q: What were the vote totals for MOD director Marsha C. Williams?

For director Marsha C. Williams, there were 38,969,967 For votes, 5,873,557 Against, 55,415 Abstentions, and 3,023,157 Broker Non-Votes.

Q: Did MOD shareholders ratify KPMG as the independent auditor?

Yes. Shareholders ratified KPMG as Modine’s independent registered public accounting firm with 47,670,574 votes For, 208,761 Against, and 42,761 Abstentions.

Q: What were the vote totals for MOD director Alan S. Lowe?

For director Alan S. Lowe, there were 41,232,719 For votes, 3,624,989 Against, 41,231 Abstentions, and 3,023,157 Broker Non-Votes.

Modine Manufacturing Company (MOD) reports the results of shareholder votes from the August 20, 2026 annual meeting.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Modine Manufacturing Company (MOD) reports the results of shareholder votes from the August 20, 2026 annual meeting. Shareholders elected Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams as directors to serve until the 2029 Annual Meeting of Shareholders and until their successors are elected and qualified.

Shareholders approved, on an advisory basis, the company’s named executive officer compensation and ratified the appointment of KPMG as Modine’s independent registered public accounting firm.

Insights

Analyzing...

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes For - Eric D. Ashleman: 41,246,977 Votes For - Say on Pay: 43,253,699 Votes For - Auditor Ratification (KPMG): 47,670,574 +3 more

6 metrics

Votes For - Eric D. Ashleman 41,246,977 Election as director until the 2029 Annual Meeting of Shareholders

Votes For - Say on Pay 43,253,699 Advisory vote on named executive officer compensation

Votes For - Auditor Ratification (KPMG) 47,670,574 Ratification of independent registered public accounting firm

Broker Non-Votes - Say on Pay 3,023,157 Advisory vote on named executive officer compensation

Votes For - Alan S. Lowe 41,232,719 Election as director until the 2029 Annual Meeting of Shareholders

Votes For - Marsha C. Williams 38,969,967 Election as director until the 2029 Annual Meeting of Shareholders

Key Terms

Broker Non-Votes, named executive officer compensation, independent registered public accounting firm

3 terms

Broker Non-Votes financial

"Director | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officer compensation financial

"The shareholders approved the advisory vote on named executive officer compensation."

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"The shareholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

What directors did MOD shareholders elect at the August 20, 2026 meeting?

Shareholders elected 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.

How did MOD shareholders vote on Say on Pay in 2026?

Shareholders approved the advisory vote on named executive officer compensation, with 43,253,699 votes For, 1,486,968 Against, 158,272 Abstentions, and 3,023,157 Broker Non-Votes.

What were the vote totals for MOD director Eric D. Ashleman?

For director Eric D. Ashleman, there were 41,246,977 For votes, 3,610,837 Against, 41,125 Abstentions, and 3,023,157 Broker Non-Votes.

What were the vote totals for MOD director Marsha C. Williams?

For director Marsha C. Williams, there were 38,969,967 For votes, 5,873,557 Against, 55,415 Abstentions, and 3,023,157 Broker Non-Votes.

Did MOD shareholders ratify KPMG as the independent auditor?

Yes. Shareholders ratified KPMG as Modine’s independent registered public accounting firm with 47,670,574 votes For, 208,761 Against, and 42,761 Abstentions.

What were the vote totals for MOD director Alan S. Lowe?

For director Alan S. Lowe, there were 41,232,719 For votes, 3,624,989 Against, 41,231 Abstentions, and 3,023,157 Broker Non-Votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 09:30 AM Accepted by SEC EDGAR 08/21/2026 - 09:30 AM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents