Shareholders at Modine (NYSE: MOD) approve directors, pay and KPMG

Rhea-AI Filing Summary

Modine Manufacturing Company reported the results of its annual shareholder meeting held on August 21, 2025. Shareholders elected Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza as directors to serve until the 2028 annual meeting and until successors are elected and qualified.

Shareholders also approved the advisory "say on pay" vote on named executive officer compensation, with 44,940,714 votes for and 1,542,927 against. In addition, they ratified the appointment of KPMG as the independent registered public accounting firm, with 48,659,379 votes for, 133,266 against, and 54,474 abstentions.

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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 21, 2025

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

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Wisconsin	​	001-01373	​	39-0482000
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(I.R.S. Employer Identification Number)

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1500 DeKoven Avenue, Racine, Wisconsin		53403
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code:		(262) 636-1200
(Former name or former address, if changed since last report.)		N/A

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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:

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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

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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).

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Emerging growth company ☐

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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. ☐

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07Submission of Matters to a Vote of Security Holders

Election of Directors

On August 21, 2025, the shareholders of Modine Manufacturing Company voted to elect Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza to serve as directors until the 2028 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	45,820,050	771,251	31,276	2,224,542
Katherine C. Harper	44,510,483	2,079,773	32,321	2,224,542
David J. Wilson	42,659,121	3,930,255	33,201	2,224,542
Mark Bendza	46,141,667	447,167	33,743	2,224,542

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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
44,940,714	1,542,927	138,936	2,224,542

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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
48,659,379	133,266	54,474

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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 22, 2025

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FAQ

What did Modine (MOD) shareholders decide about the board of directors?

Shareholders elected four directors to Modine’s board: Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza. They will serve until the 2028 Annual Meeting of Shareholders and continue until their successors are duly elected and qualified.

How did Modine (MOD) shareholders vote on executive compensation (say on pay)?

Modine shareholders approved the advisory vote on named executive officer compensation. The proposal received 44,940,714 votes for, 1,542,927 votes against, and 138,936 abstentions, with 2,224,542 broker non-votes recorded as part of the tally.

Which accounting firm did Modine (MOD) shareholders ratify?

Shareholders ratified the appointment of KPMG as Modine’s independent registered public accounting firm. The vote totaled 48,659,379 shares for ratification, 133,266 shares against, and 54,474 abstentions, confirming continued engagement of KPMG for audit services.

When will the newly elected Modine (MOD) directors’ terms expire?

The newly elected directors’ terms extend until the 2028 Annual Meeting of Shareholders. They will continue to serve beyond that date until their successors are duly elected and qualified, providing continuity on Modine’s board over multiple years.

What were the vote results for Modine (MOD) director Neil D. Brinker?

Neil D. Brinker received 45,820,050 votes for election, 771,251 votes against, and 31,276 abstentions, with 2,224,542 broker non-votes. These results show strong shareholder support for his continued service on Modine’s board of directors.

How did Modine (MOD) shareholders vote on director Mark Bendza?

Director nominee Mark Bendza received 46,141,667 votes for, 447,167 votes against, and 33,743 abstentions, plus 2,224,542 broker non-votes. This voting pattern indicates broad shareholder backing for his role on Modine’s board of directors.