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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Modine Manufacturing Company
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 22, 2025 |
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) Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE |
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| July 30, 2025 |
Exhibit 99.2 First Quarter Fiscal 2026 July 31, 2025 NEIL BRINKER President and Chief Executive Officer MICK LUCARELI Executive Vice President and Chief Financial Officer KATHY POWERS Vice President, Treasurer, and Investor Relations 2 Forward-Looking Statements 3 This presentation contains statements, including information about future financial performance and market conditions, accompanied by p |
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| July 30, 2025 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports First Quarter Fiscal 2026 Results Raising guidance for fiscal 2026 based on improved outlook for data center sales resulting from planned capacity expansion coupled with impact from recent acquisitions Racine, WI – July 30, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today repo |
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| July 30, 2025 |
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 30, 2025 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. |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| July 21, 2025 |
Alan Lowe Joining Modine Board of Directors Exhibit 99.1 Alan Lowe Joining Modine Board of Directors RACINE, Wis., July 21, 2025 - Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that Alan Lowe joined the Company's Board of Directors effective July 18, 2025. Mr. Lowe served as President and Chief Executive Officer of Lumentum Holdings Inc., a leading global manufacturer of opti |
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| July 21, 2025 |
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 18, 2025 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. |
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| July 16, 2025 |
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 10, 2025 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. |
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| July 16, 2025 |
Exhibit 4.1 EXECUTION VERSION SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 2025 among MODINE MANUFACTURING COMPANY AIREDALE INTERNATIONAL AIR CONDITIONING LIMITED, as Initial Subsidiary Borrower, The Other Subsidiary Borrowers From Time to Time Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, U.S. BANK NATIONAL ASS |
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| July 16, 2025 |
Exhibit 4.2 EXECUTION VERSION FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Fifth Amendment dated as of July 10, 2025 (this “Fifth Amendment”) to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019, as amended by the First Amendment dated as of January 31, 2020, Second Amendment dated as of May 19, 202 |
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| July 9, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 1, 2025 |
Exhibit 99.2 Segment Product Group Changes Effective FY26 July 2025 Product Group Changes – Revenue Re-segmentation Effective FY26 2 ➢ Changes in product group reporting structures are a normal part of the 80/20 cycle ➢ In September of 2024, management shared plans for new product groups during Modine’s Investor Day, planned to begin in the 1Q of Fiscal 2026 ➢ Due to several recent acquisitions in |
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| July 1, 2025 |
Exhibit 99.1 Modine Confidential – Please do not copy or distribute Acquisition of Climate by Design International July 1, 2025 Modine Confidential – Please do not copy or distribute Climate by Design International Sales by End Market • Climate by Design is a leading designer and manufacturer of desiccant-based dehumidification and critical process air handling equipment for use in a variety of in |
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| July 1, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 1, 2025 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. |
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| May 30, 2025 |
Exhibit 99.1 Modine Confidential – Please do not copy or distribute Acquisition of L.B. White May 30, 2025 Modine Confidential – Please do not copy or distribute L.B. White Overview 1. For the trailing twelve-month period as of May 31st, 2025, unaudited results Sales by End Market (1) • L.B. White is one of the world’s leading manufacturers and marketers of propane, natural gas and kerosene heater |
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| May 30, 2025 |
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): May 29, 2025 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. |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 30, 2025 |
Exhibit 99.2 NEWS RELEASE FOR IMMEDIATE RELEASE Modine to Acquire L.B. White, Gaining Market-Leading Heating Technologies Line Acquisition further diversifies HVAC offering through addition of portable and agriculture heating solutions Racine, Wis., May 30, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced that it had entered into a de |
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| May 30, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG LBW Holding Corp., MODINE MANUFACTURING COMPANY TYROLEAN HOLDING CORP., AND MASON WELLS BUYOUT FUND IV, LP, as Stockholders Agent DATED AS OF MAY 29, 2025 QB\94371760.13 Table of Contents Page ARTICLE ITHE MERGER1 1.1The Merger1 1.2Effective Time of the Merger1 ARTICLE IITHE SURVIVING CORPORATION2 2.1Certificate of Incorpo |
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| May 30, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Modine Manufacturing Company Conflict Minerals Report For The Year Ended December 31, 2024 1. Overview This report for the year ended December 31, 2024 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflic |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFAC |
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| May 21, 2025 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the “Award”) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. |
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| May 21, 2025 |
MODINE MANUFACTURING COMPANY Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Common Stock As of March 31, 2025, Modine Manufacturing Company (“Modine,” “we,” “our,” “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0. |
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| May 21, 2025 |
Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. |
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| May 21, 2025 |
Subsidiaries of the Registrant as of March 31, 2025 Exhibit 21 Subsidiaries of the Registrant as of March 31, 2025 The table below indicates each of the Registrant's subsidiaries, each subsidiary's jurisdiction of incorporation, and the percentage of its voting securities owned by the Registrant or its subsidiaries. |
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| May 21, 2025 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the “Award”) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. |
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| May 20, 2025 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Fourth Quarter Fiscal 2025 Results Strong fourth quarter resulted in third consecutive year of record results Fiscal 2026 outlook indicates continued growth and further progress toward financial targets Racine, WI – May 20, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today repo |
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| May 20, 2025 |
Exhibit 99.2 Fourth Quarter Fiscal 2025 May 21, 2025 NEIL BRINKER President and Chief Executive Officer MICK LUCARELI Executive Vice President and Chief Financial Officer KATHY POWERS Vice President, Treasurer, and Investor Relations 2 Forward-Looking Statements 3 This presentation contains statements, including information about future financial performance and market conditions, accompanied by p |
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| May 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 20, 2025 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. |
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| March 7, 2025 |
Financial Statements and Exhibits, Other Events 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): March 6, 2025 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. |
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| March 7, 2025 |
NEWS RELEASE FOR IMMEDIATE RELEASE Modine Announces $100 Million Share Repurchase Program New authorization demonstrates confidence in the future of Modine Racine, WI – March 7, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that its Board of Directors has authorized a share repurchase program allowing the company to repurchase up to $100 million of the company’s outstanding common stock from time to time on the open market, in privately negotiated transactions or otherwise. |
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| February 27, 2025 |
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): February 26, 2025 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. |
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| February 27, 2025 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Announces Performance Technologies Segment Leadership Change Leveraging 80/20 processes to accelerate transformation of Performance Technologies segment; long-term strategy remains on track Racine, WI – February 26, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that Adria |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MO |
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| February 4, 2025 |
Exhibit 99.2 Third Quarter Fiscal 2025 February 5, 2025 NEIL BRINKER President and Chief Executive Officer MICK LUCARELI Executive Vice President and Chief Financial Officer KATHY POWERS Vice President, Treasurer, and Investor Relations 2 Forward-Looking Statements 3 This presentation contains statements, including information about future financial performance and market conditions, accompanied b |
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| February 4, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 4, 2025 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. |
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| February 4, 2025 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Third Quarter Fiscal 2025 Results Revenue and gross margin growth driven by strong data center sales, including benefit from Scott Springfield acquisition Racine, WI – February 4, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter ended |
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| January 24, 2025 |
Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 www. |
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| October 31, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )* Modine Manufacturing Co (Name of Issuer) Common Stock (Title of Class of Securities) 607828100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 M |
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| October 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 29, 2024 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. |
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| October 29, 2024 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Second Quarter Fiscal 2025 Results Strong quarterly results driven by strategic acquisitions and organic data center growth Racine, WI – October 29, 2024 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter ended September 30, 2024. Second Qua |
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| October 1, 2024 |
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): October 1, 2024 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. |
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| October 1, 2024 |
Mark Bendza Joins Modine Board of Directors Exhibit 99.1 Mark Bendza Joins Modine Board of Directors RACINE, Wis., Oct. 1, 2024 /PRNewswire/ - Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that Mark Bendza will join the company’s Board of Directors effective immediately. Mr. Bendza currently serves as Chief Financial Officer at Telos Corporation, a leading provider of cyber, |
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| September 11, 2024 |
Exhibit 99.1 INVESTOR DAY September 11, 2024 Forward-Looking Statements This presentation contains statements, including information about future financial performance and market conditions, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” “projects,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation |
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| September 11, 2024 |
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): September 11, 2024 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. |
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| August 16, 2024 |
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 15, 2024 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. |
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| July 31, 2024 |
MODINE MANUFACTURING COMPANY PERFORMANCE CONDITIONED RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT Exhibit 10.3 MODINE MANUFACTURING COMPANY PERFORMANCE CONDITIONED RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this A |
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| July 31, 2024 |
MODINE MANUFACTURING COMPANY PERFORMANCE STOCK AWARD AWARD AGREEMENT Exhibit 10.1 MODINE MANUFACTURING COMPANY PERFORMANCE STOCK AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted an opportunity to earn a Performance Stock Award of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COM |
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| July 31, 2024 |
Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used |
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| July 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 30, 2024 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. |
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| July 30, 2024 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports First Quarter Fiscal 2025 Results Strong growth in data centers and continued margin improvement provided a strong start to fiscal 2025, leading to an upward revision to full-year earnings outlook Racine, WI – July 30, 2024 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported |
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| July 26, 2024 |
Exhibit 99.1 Modine Manufacturing Company Segment operating results Recast for segment realignment (unaudited) (In millions) Three months ended Twelve months ended June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 March 31, 2024 Net sales: Climate Solutions $ 286.7 $ 289.2 $ 254.0 $ 278.2 $ 1,108.1 Performance Technologies 343.1 337.3 310.9 330.0 1,321.3 Segment total 629.8 626.5 5 |
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| July 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 26, 2024 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. |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| June 18, 2024 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 13, 2024 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commis |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 30, 2024 |
Exhibit 1.01 Modine Manufacturing Company Conflict Minerals Report For The Year Ended December 31, 2023 1. Overview This report for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflic |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COMPANY (E |
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| May 22, 2024 |
Subsidiaries of the Registrant as of March 31, 2024 Exhibit 21 Subsidiaries of the Registrant as of March 31, 2024 The table below indicates each of the Registrant's subsidiaries, each subsidiary's jurisdiction of incorporation, and the percentage of its voting securities owned by the Registrant or its subsidiaries. |
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| May 22, 2024 |
Exhibit 19 Global Policy GP15 Publication Date: February-2023 Page 1 of 7 Title: Insider Trading I. |
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| May 22, 2024 |
EX-4.6 2 ef20026276ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 MODINE MANUFACTURING COMPANY Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Common Stock As of March 31, 2024, Modine Manufacturing Company (“Modine,” “we,” “our,” “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, pa |
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| May 22, 2024 |
Exhibit 97 MODINE MANUFACTURING COMPANY EXECUTIVE OFFICER COMPENSATION RECOVERY POLICY Adopted as of October 19, 2023 I. |
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| May 21, 2024 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Fourth Quarter Fiscal 2024 Results Continued growth in targeted markets and outstanding gross margin improvement provided a strong finish to fiscal 2024 Fiscal 2025 outlook indicates revenue growth driven by Climate Solutions and strong earnings and margin expansion across both segments Racine, WI – May 21, 2024 – Modine (NYSE: MOD), a |
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| May 21, 2024 |
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): May 21, 2024 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. |
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| March 4, 2024 |
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): March 1, 2024 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 26, 2024 |
SCOTT SPRINGFIELD MFG INC. SHARE PURCHASE AGREEMENT FEBRUARY 23, 2024 Exhibit 2.1 PRIVILEGED AND CONFIDENTIAL SCOTT SPRINGFIELD MFG INC. SHARE PURCHASE AGREEMENT FEBRUARY 23, 2024 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 1 1.1 Defined Terms. 1 1.2 Construction. 17 1.3 Certain Rules of Interpretation. 17 1.4 Knowledge. 18 1.5 Computation of Time. 18 1.6 Performance on Business Days. 18 1.7 Currency and Payment. 18 1.8 Accounting Terms. 18 1.9 Schedules and Exh |
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| February 26, 2024 |
Exhibit 99.1 February 22, 2024 Acquisition of Scott Springfield Manufacturing Forward-Looking Statements 2 This presentation contains statements, including information about future financial performance and market conditions, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” “projects,” and other similar “forward-looking” statements, as defined i |
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| February 26, 2024 |
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): February 23, 2024 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 26, 2024 |
Exhibit 99.2 Modine Manufacturing Company 1500 DeKoven Avenue Racine, WI 53403 Tel. 262.636.1200 Fax 262.636.1424 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Acquires Scott Springfield Manufacturing, Gaining Air Handling Unit Offering for Strategic Data Center and Indoor Air Quality Markets Acquisition adds hyperscale and colocation solution to Modine’s data center technology portfolio and brings hi |
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| February 14, 2024 |
MOD / Modine Manufacturing Company / FRONTIER CAPITAL MANAGEMENT CO LLC Passive Investment SC 13G/A 1 frontier-mod123123a10.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 par value (Title of Class of Securities) 607828100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 13, 2024 |
MOD / Modine Manufacturing Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01472-modinemanufacturingc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Modine Manufacturing Co Title of Class of Securities: Common Stock CUSIP Number: 607828100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t |
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| February 9, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Modine Manufacturing Co (Name of Issuer) Common Stock (Title of Class of Securities) 607828100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 1, 2024 |
MOD / Modine Manufacturing Company / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 mod06.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, A |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING |
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| January 30, 2024 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Third Quarter Fiscal 2024 Results, Raises Full-Year Earnings Guidance Growth in target markets and 80/20 improvements resulted in strong third quarter results, leading to third consecutive upward revision to full-year earnings outlook Racine, Wis. – January 30, 2024 – Modine (NYSE: MOD), a diversified global leader in thermal managemen |
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| January 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): January 30, 2024 Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 25, 2024 |
MOD / Modine Manufacturing Company / BlackRock Inc. Passive Investment SC 13G/A 1 us6078281002012524.txt us6078281002012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 11) MODINE MANUFACTURING COMPANY - (Name of Issuer) Common Stock - (Title of Class of Securities) 607828100 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appr |
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| December 7, 2023 |
MOD / Modine Manufacturing Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 mod05.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, A |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURIN |
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| November 1, 2023 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Second Quarter Fiscal 2024 Results, Raises Full-Year Earnings Guidance Data center growth and benefits from 80/20 initiatives drove strong second quarter results, leading to second consecutive upward revision to full-year earnings outlook Racine, Wis. – November 1, 2023 – Modine (NYSE: MOD), a diversified global leader in thermal manag |
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| November 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 1, 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. |
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| August 21, 2023 |
Submission of Matters to a Vote of Security Holders false000006734700000673472023-08-172023-08-17 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. |
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| August 3, 2023 |
MODINE MANUFACTURING COMPANY PERFORMANCE STOCK AWARD AWARD AGREEMENT Exhibit 10.1 MODINE MANUFACTURING COMPANY PERFORMANCE STOCK AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted an opportunity to earn a Performance Stock Award of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COM |
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| August 3, 2023 |
Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used |
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| August 3, 2023 |
Exhibit 10.3 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the “Award”) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise de |
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| August 3, 2023 |
Exhibit 10.4 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the “Award”) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined her |
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| August 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 2, 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. |
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| August 2, 2023 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Another Record Quarter, Raises Full-Year Earnings Guidance Accelerating benefits from 80/20 actions support transformation and progress towards long-term targets; strong Q1 results lead to upward revision to full-year earnings outlook Racine, WI – August 2, 2023 – Modine (NYSE: MOD), a diversified global leader in thermal management te |
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| July 21, 2023 |
MOD / Modine Manufacturing Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 30, 2023 |
Exhibit 1.01 Modine Manufacturing Company Conflict Minerals Report For The Year Ended December 31, 2022 1. Overview This report for the year ended December 31, 2022 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflic |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 25, 2023 |
Subsidiaries of the Registrant as of March 31, 2023 Exhibit 21 Subsidiaries of the Registrant as of March 31, 2023 The table below indicates each of the Registrant's subsidiaries, each subsidiary's jurisdiction of incorporation, and the percentage of its voting securities owned by the Registrant or its subsidiaries. |
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| May 25, 2023 |
Exhibit 4.6 MODINE MANUFACTURING COMPANY Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Common Stock As of March 31, 2023, Modine Manufacturing Company (“Modine,” “we,” “our,” “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.625 per share. There were 52,0 |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COMPANY (E |
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| May 24, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 24, 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. |
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| May 24, 2023 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Fourth Quarter Fiscal 2023 Results Strong fourth quarter drives record full year 2023 sales and earnings Fiscal 2024 outlook calls for another record year with continued margin expansion across both segments Racine, WI – May 24, 2023 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today |
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| May 4, 2023 |
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): May 1, 2023 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 14, 2023 |
MOD / Modine Manufacturing Co. / FRONTIER CAPITAL MANAGEMENT CO LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2023 |
MOD / Modine Manufacturing Co. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Modine Manufacturing Co (Name of Issuer) Common Stock (Title of Class of Securities) 607828100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 9, 2023 |
MOD / Modine Manufacturing Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Modine Manufacturing Co. Title of Class of Securities: Common Stock CUSIP Number: 607828100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 2, 2023 |
Exhibit 3.2 AMENDED & RESTATED BYLAWS OF MODINE MANUFACTURING COMPANY Effective as of: January 19, 2023 ADOPTED JULY 20, 2005 (as amended July 19, 2006) (as amended October 18, 2006) (as amended July 18, 2007) (as amended April 1, 2008) (as amended July 23, 2009) (as amended November 17, 2009) (as amended May 25, 2010) (as amended July 19, 2012) (as amended July 18, 2013) (as amended October 15, 2 |
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| February 2, 2023 |
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT EXECUTION VERSION Exhibit 4.1 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Fourth Amendment dated as of November 21, 2022 (this “Fourth Amendment”) to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019, as amended by the First Amendment dated as of January 31, 2020, Second Amendment dated as of May |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING |
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| February 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 1, 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. |
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| February 1, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE NEWS RELEASE Modine Reports Third Quarter Fiscal 2023 Results Double digit top-line growth and meaningful margin improvement; Company confirms earnings outlook for fiscal 2023 Racine, WI – February 1, 2023 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for th |
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| January 25, 2023 |
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): January 19, 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. |
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| January 25, 2023 |
AMENDED & RESTATED BYLAWS MODINE MANUFACTURING COMPANY Effective as of: January 19, 2023 Exhibit 3.1 AMENDED & RESTATED BYLAWS OF MODINE MANUFACTURING COMPANY Effective as of: January 19, 2023 CONTENTS Page Article 1. OFFICES; RECORDS 1 1.01 Principal and Business Offices 1 1.02 Registered Office and Registered Agent 1 1.03 Corporate Records 1 Article 2. STOCKHOLDERS 1 2.01 Annual Meeting 1 2.02 Special Meetings 1 2.03 Place of Meeting 5 2.04 Notices to Stockholders 5 2.05 Fixing of R |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURIN |
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| November 2, 2022 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Second Quarter Fiscal 2023 Results Company raises earnings outlook for fiscal 2023; execution of strategic initiatives accelerate transformation by driving stronger revenue and earnings growth Racine, WI – November 2, 2022 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solut |
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| November 2, 2022 |
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): November 2, 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. |
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| October 21, 2022 |
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): October 19, 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. |
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| October 21, 2022 |
MODINE MANUFACTURING COMPANY RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT Exhibit 10.1 MODINE MANUFACTURING COMPANY RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall hav |
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| October 13, 2022 |
Exhibit 4.1 EXECUTION COPY FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 12, 2022 among MODINE MANUFACTURING COMPANY AIREDALE INTERNATIONAL AIR CONDITIONING LIMITED, as Initial Subsidiary Borrower, The Other Subsidiary Borrowers From Time to Time Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and Collateral Agent, BANK OF MONTREAL, U.S. |
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| October 13, 2022 |
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): October 12, 2022 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 29, 2022 |
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): September 23, 2022 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 29, 2022 |
William A. Wulfsohn Joining Modine Manufacturing Company Board of Directors Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE William A. Wulfsohn Joining Modine Manufacturing Company Board of Directors Racine, WI ? September 28, 2022 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that William A. Wulfsohn will join the Company's Board of Directors, effective immediately. Mr. Wulfsohn ser |
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| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 8, 2022 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Co |
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| September 9, 2022 |
EXPLANATION OF RESPONSES: REMARKS: UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| September 7, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Modine Manufacturing Company (Exact Name of Registrant as Specified in its Charter) Table 1. |
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| September 7, 2022 |
Registration No. 333- As filed with the Securities and Exchange Commission on September 7, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under The Securities Act of 1933 MODINE MANUFACTURING COMPANY (Exact Name of Registrant as Specified in Charter) Wisconsin39-0482000 (State of Incorporation) (I.R.S. Employer Identification No.) 1500 |
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| August 19, 2022 |
Exhibit 16.1 August 19, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Modine Manufacturing Company (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Modine Manufacturing Company dated August 16, 2022. We agree with the statements co |
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| August 19, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2022 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Comm |
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| August 4, 2022 |
Exhibit 10.6 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the ?Award?) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award Agreement. Unless otherwise de |
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| August 4, 2022 |
Exhibit 10.3 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Aw |
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| August 4, 2022 |
Exhibit 10.4 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award Agreement. Unless otherwise defined herein, all terms used |
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| August 4, 2022 |
MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT Exhibit 10.1 MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted an opportunity to earn a Performance Cash Award of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of this Award Agreement. This Award Agreement is not subject to the Modine Manufacturing Company 2020 Incentive Compensation Plan |
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| August 4, 2022 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award |
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| August 4, 2022 |
Exhibit 10.7 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the ?Award?) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award Agreement. Unless otherwise defined her |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COM |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 3, 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. |
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| August 3, 2022 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports First Quarter Fiscal 2023 Results Strategic transformation well underway, unlocking value through 80/20 initiatives and driving growth and margin expansion Racine, WI ? August 3, 2022 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results |
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| July 29, 2022 |
Exhibit 99.1 Modine Manufacturing Company Segment operating results Recast for segment realignment (unaudited) (In millions) Three months ended Twelve months ended June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 March 31, 2022 Net sales: Climate Solutions $ 206.5 $ 217.2 $ 227.3 $ 259.5 $ 910.5 Performance Technologies 297.1 270.8 282.0 322.5 1,172.4 Segment total 503.6 488.0 509 |
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| July 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 29, 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. |
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| July 26, 2022 |
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. |
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| July 26, 2022 |
Exhibit 10.1 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN Amended and Restated Effective as of July 21, 2022 I. INTRODUCTION. 1.01 Purpose. The Modine Manufacturing Company 2020 Incentive Compensation Plan (the "Plan") is intended to provide incentives that will (a) attract and retain the best available (i) non-employee directors of Modine Manufacturing Company (the ?Company?) and |
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| June 22, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 22, 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. |
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| June 22, 2022 |
Exhibit 99.1 INVESTOR & ANALYST DAYJune 22, 2022 Forward-Looking Statements Welcome This presentation contains statements, including information about future financial performance and market conditions, accompanied by phrases such as ?believes,? ?estimates,? ?expects,? ?plans,? ?anticipates,? ?intends,? ?projected,? and other similar ?forward-looking? statements, as defined in the Private Securiti |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of (Commission File Number) (I. |
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| May 27, 2022 |
EX-1.01 2 brhc10038239ex1-01.htm EXHIBIT 1.01 Exhibit 1.01 Modine Manufacturing Company Conflict Minerals Report For The Year Ended December 31, 2021 1. Overview This report for the year ended December 31, 2021 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting |
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| May 26, 2022 |
State or country of incorporation or organization Exhibit 21 Subsidiaries of the Registrant as of March 31, 2022 The table below indicates each of the Registrant's subsidiaries, each subsidiary's jurisdiction of incorporation, and the percentage of its voting securities owned by the Registrant or its subsidiaries. |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COMPANY (E |
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| May 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 25, 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. |
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| May 25, 2022 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Fourth Quarter Fiscal 2022 Results Strong earnings growth driven by higher revenues in key end markets and early benefits from the implementation of 80/20 actions Racine, WI ? May 25, 2022 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial res |
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| May 13, 2022 |
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): May 9, 2022 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 13, 2022 |
David J. Wilson Joining Modine Manufacturing Company Board of Directors Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE David J. Wilson Joining Modine Manufacturing Company Board of Directors Racine, WI ? May 12, 2022 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that David J. Wilson has joined the Company's Board of Directors effective May 9, 2022. Mr. Wilson currently serves as |
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| February 10, 2022 |
MOD / Modine Manufacturing Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Modine Manufacturing Co. Title of Class of Securities: Common Stock CUSIP Number: 607828100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 8, 2022 |
MOD / Modine Manufacturing Co. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Modine Manufacturing Co (Name of Issuer) Common Stock (Title of Class of Securities) 607828100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING |
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| February 3, 2022 |
Separation Payments & Benefits Exhibit 10.1 October 25, 2021 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.631.7720 Joel Casterton [address withheld] Re: Separation from Modine Manufacturing Company Dear Joel: As we have discussed, the company has elected to make a change to the leadership structure of the HDE organization and as a result your employment as an officer wi |
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| February 3, 2022 |
Separation Payments & Benefits Exhibit 10.2 October 30, 2021 Matt McBurney [address withheld] Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.631.7720 Re: Separation from Modine Manufacturing Company Dear Matt: As we have discussed, the company has elected to make a leadership change in the Building HVAC organization and as a result your employment as an officer with Modin |
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| February 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): February 2, 2022 Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 2, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE NEWS RELEASE Modine Reports Third Quarter Fiscal 2022 Results Stronger sequential performance driven by revenue growth across major end markets and improved margins Racine, WI ? February 2, 2022 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter e |
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| January 31, 2022 |
MOD / Modine Manufacturing Co. / FRONTIER CAPITAL MANAGEMENT CO LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 13, 2022 |
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): January 10, 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. |
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| November 3, 2021 |
FIRST AMENDMENT TO ERIC S. MCGINNIS OFFER LETTER Exhibit 10.3 FIRST AMENDMENT TO ERIC S. MCGINNIS OFFER LETTER This FIRST AMENDMENT TO ERIC S. MCGINNIS OFFER LETTER is effective as of August 25, 2021. WHEREAS, Modine Manufacturing Company, a Wisconsin corporation (the ?Company?), and Eric S. McGinnis previously entered into that certain Offer Letter dated as of July 16, 2021 (the ?Offer Letter?); and WHEREAS, the Company and Mr. McGinnis desire |
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| November 3, 2021 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT Exhibit 10.5 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award |
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| November 3, 2021 |
Exhibit 10.4 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award (the ?Award?) subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award Agreement. Unless otherwise defined her |
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| November 3, 2021 |
Exhibit 10.1 July 2, 2021 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.631.1742 Mr. Adrian Peace Address Withheld Dear Adrian, We are excited about the prospect of you joining Modine as Vice President of our Commercial and Industrial Solutions (CIS) Business Segment! This position is based out of our Racine, Wisconsin global headquarters, |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURIN |
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| November 3, 2021 |
Exhibit A – Eric McGinnis Make Whole Equity Awards Exhibit 10.2 July 16, 2021 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.631.1742 Mr. Eric S. McGinnis Address Withheld Dear Eric, We are excited about the prospect of you joining Modine as Vice President of our Building HVAC (BHVAC) Business Segment! This position is based out of our Racine, Wisconsin global headquarters, reporting to Neil |
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| November 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 2, 2021 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. |
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| November 2, 2021 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Second Quarter Fiscal 2022 Results Strong revenue growth in Heavy Duty Equipment (?HDE?), Commercial and Industrial Solutions (?CIS?) and Building HVAC (?BHVAC?); earnings negatively impacted by lower Automotive revenue and higher raw material prices Racine, WI ? November 2, 2021 ? Modine Manufacturing Company (NYSE: MOD), a diversifie |
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| October 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 29, 2021 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. |
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| October 29, 2021 |
Exhibit 99.1 Modine Manufacturing Company Segment operating results Recast for segment realignment (unaudited) (In millions) Three months ended Twelve months ended Three months ended June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 March 31, 2021 June 30, 2021 Net sales: BHVAC $ 54.1 $ 68.5 $ 73.7 $ 66.9 $ 263.2 $ 66.6 CIS 116.5 128.2 124.9 142.8 512.4 154.1 HDE 123.5 165.6 185.6 |
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| October 27, 2021 |
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): October 21, 2021 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 25, 2021 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Announces Termination of Securities and Asset Purchase Agreement for Liquid-Cooled Automotive Business Company is now free to apply 80/20 principles to optimize margin profile Racine, WI ? October 25, 2021 ? Modine Manufacturing Company (NYSE: MOD or the ?Company?), a diversified global leader in thermal management technology and solutions, to |
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| October 25, 2021 |
Exhibit 2.1 TERMINATION AGREEMENT This Termination Agreement (this ?Termination Agreement?) is made and entered into as of October 25, 2021, by and between Modine Manufacturing Company, a Wisconsin corporation (?Seller Parent?), and Dana Incorporated, a Delaware corporation (?Buyer Parent?). Recitals Whereas, Seller Parent and Buyer Parent entered into that certain Securities and Asset Purchase Ag |
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| October 25, 2021 |
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): October 25, 2021 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. |
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| October 5, 2021 |
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): September 29, 2021 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. |
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| October 5, 2021 |
Modine Names Matt Powell as General Manager, Heavy Duty Equipment Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Names Matt Powell as General Manager, Heavy Duty Equipment Racine, WI ? October 5, 2021 ? Modine Manufacturing Company (NYSE: MOD or the ?Company?), a diversified global leader in thermal management technology and solutions, today announced that Matt Powell has been appointed General Manager, Heavy Duty Equipment (?HDE?). In this role, Mr. Pow |
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| October 1, 2021 |
MOD / Modine Manufacturing Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| August 5, 2021 |
Exhibit 10.4 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award Agreement. Unless otherwise defined herein, all terms used |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COM |
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| August 5, 2021 |
MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT Exhibit 10.1 MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted an opportunity to earn a Performance Cash Award of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of this Award Agreement. This Award Agreement is not subject to the Modine Manufacturing Company 2020 Incentive Compensation Plan |
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| August 5, 2021 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Award |
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| August 5, 2021 |
Exhibit 10.3 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the ?Company?), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the ?Plan?) and of this Aw |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): August 4, 2021 Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| August 4, 2021 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports First Quarter Fiscal 2022 Results First quarter performance reflects strong top-line performance driven by continued market improvement and focused execution Racine, WI ? August 4, 2021 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial result |
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| July 23, 2021 |
Submission of Matters to a Vote of Security Holders 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 22, 2021 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. |
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| June 22, 2021 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party Other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240. |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| June 14, 2021 |
Exhibit 10.1 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (this ?Agreement?) is made and entered into as of the 4th day of June, 2021, by and between Modine Manufacturing Company, a Wisconsin corporation (?Modine?) and Neil Brinker (?Executive?). WITNESSETH: WHEREAS, Executive is currently employed by Modine as its Chief Executive Officer; WHEREAS, Modine desires to provide securit |
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| June 10, 2021 |
Exhibit 10.1 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (this ?Agreement?) is made and entered into as of the 4th day of June, 2021, by and between Modine Manufacturing Company, a Wisconsin corporation (?Modine?) and Neil Brinker (?Executive?). WITNESSETH: WHEREAS, Executive is currently employed by Modine as its Chief Executive Officer; WHEREAS, Modine desires to provide securit |
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| June 10, 2021 |
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): June 4, 2021 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. |
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| June 9, 2021 |
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): June 9, 2021 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. |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Modine Manufacturing Company (Exact name of registrant as specified in its charter) Wisconsin 1-1373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 1, 2021 |
Exhibit 1.01 Modine Manufacturing Company Conflict Minerals Report For The Year Ended December 31, 2020 1. Overview This report for the year ended December 31, 2020 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the ?Rule?). The Rule was adopted by the Securities and Exchange Commission (?SEC?) to implement reporting and disclosure requirements related to conflic |
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| May 27, 2021 |
Subsidiaries of the Registrant as of March 31, 2021 EX-21 3 brhc10025013ex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of the Registrant as of March 31, 2021 The table below indicates each of the Registrant's subsidiaries, each subsidiary's jurisdiction of incorporation, and the percentage of its voting securities owned by the Registrant or its subsidiaries. Subsidiaries State or country of incorporation or organization % of voting securities Owned by |
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| May 27, 2021 |
Separation Payments & Benefits EX-10.23 2 brhc10025013ex10-23.htm EXHIBIT 10.23 Exhibit 10.23 March 9, 2021 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.631.7720 Scott Bowser [Address Withheld] Re: Separation from Modine Manufacturing Company Dear Scott: As was communicated on January 7, 2021, your employment as an officer with Modine Manufacturing Company and certain a |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COMPANY (E |
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| May 26, 2021 |
Modine Reports Fourth Quarter and Full Year Fiscal 2021 Results Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Fourth Quarter and Full Year Fiscal 2021 Results Racine, WI ? May 26, 2021 ? Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter and fiscal year ended March 31, 2021. Fourth Quarter Highlights: ? Net sales of $514.9 millio |
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| May 26, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 26, 2021 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. |
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| May 24, 2021 |
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Exhibit 4.2 EXECUTION VERSION THIRD AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Third Amendment dated as of May 18, 2021 (this ?Third Amendment?) to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019, as amended by the First Amendment dated as of January 31, 2020 and Second Amendment dated as of May 19, 2 |
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| May 24, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 18, 2021 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. |
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| May 24, 2021 |
AMENDMENT NO. 2 Dated as of May 18, 2021 CREDIT AGREEMENT Dated as of June 28, 2019 Exhibit 4.1 EXECUTION COPY AMENDMENT NO. 2 Dated as of May 18, 2021 to CREDIT AGREEMENT Dated as of June 28, 2019 THIS AMENDMENT NO. 2 (this ?Amendment?) is made as of May 18, 2021 by and among Modine Manufacturing Company, a Wisconsin corporation (the ?Company?), Airedale International Air Conditioning Limited (together with the Company, the ?Borrowers?), the Lenders party hereto and JPMorgan Cha |
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| May 21, 2021 |
Modine Promotes Michael Lucareli to Executive Vice President, Chief Financial Officer Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Promotes Michael Lucareli to Executive Vice President, Chief Financial Officer Racine, WI ? May 21, 2021 ? Modine Manufacturing Company (NYSE: MOD or the ?Company?), a diversified global leader in thermal management technology and solutions, today announced the promotion of Michael (Mick) Lucareli to Executive Vice President, Chief Financial O |
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| May 21, 2021 |
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 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): May 19, 2021 Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| March 9, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Modine Manufacturing Co (Name of Issuer) Common Stock (Title of Class of Securities) 607828100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Modine Manufacturing Co. Title of Class of Securities: Common Stock CUSIP Number: 607828100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 5, 2021 |
Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used |
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| February 5, 2021 |
Exhibit A – Make Whole Equity Awards Exhibit 10.1 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.631.7720 November 10, 2020 Neil Brinker [address] Dear Neil: On behalf of Modine Manufacturing Company ("Modine" or the "Company"), I am pleased to offer you the position of President and Chief Executive Officer ("CEO"), reporting to the Company's Board of Directors (the "Board"), w |
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| February 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING |
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| February 5, 2021 |
MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT Exhibit 10.3 MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted an opportunity to earn a Performance Cash Award of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of this Award Agreement. This Award Agreement is not subject to the Modine Manufacturing Company 2020 Incentive Compensation Plan |
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| February 4, 2021 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Third Quarter Fiscal 2021 Results Continued market recovery and disciplined cost controls drive higher margins and cash flow Racine, WI – February 4, 2021 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter ended Decembe |
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| February 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 4, 2021 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. |
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| January 8, 2021 |
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): January 7, 2021 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. |
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| January 8, 2021 |
Modine Announces Organizational Changes Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Announces Organizational Changes Racine, WI – January 7, 2021 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that it has eliminated a senior executive position that previously served as Vice President, Commercial and Industrial Solutions (“CIS”) and Chief |
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| December 2, 2020 |
MOD / Modine Manufacturing Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| November 30, 2020 |
Exhibit A – Make Whole Equity Awards Exhibit 10.1 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 November 10, 2020 Tel. 262.636.1200 Fax 262.631.7720 Neil Brinker [address] Dear Neil: On behalf of Modine Manufacturing Company (“Modine” or the “Company”), I am pleased to offer you the position of President and Chief Executive Officer (“CEO”), reporting to the Company’s Board of Directors (the “Board”), w |
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| November 30, 2020 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Names Neil D. Brinker as President and Chief Executive Officer Mr. Brinker brings 20 years of experience leading global operations and driving growth across numerous industrial markets Racine, WI – November 30, 2020 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today ann |
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| November 30, 2020 |
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): November [30], 2020 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. |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURIN |
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| November 6, 2020 |
TRANSITION AND SEPARATION AGREEMENT Exhibit 10.6 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the “Agreement”) is entered into by and between Thomas A. Burke (“Executive”) and Modine Manufacturing Company (the “Company”), effective as of August 4, 2020 (the “Effective Date”). 1. Transition; Separation of Employment. (a) Purpose. In connection with the determination of the Board of Directors of the Co |
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| November 6, 2020 |
Exhibit 2.1 EXECUTION VERSION SECURITIES AND ASSET PURCHASE AGREEMENT dated as of November 2, 2020 by and between MODINE MANUFACTURING COMPANY And DANA INCORPORATED TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Cross References 18 Section 1.03 Other Definitional and Interpretative Provisions 21 ARTICLE II PURCHASE AND SALE 22 Section 2.01 Purchase and Sale of th |
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| November 6, 2020 |
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 Modine Manufacturing Company (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): November 2, 2020 Wisconsin 001-01373 39-0482000 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 6, 2020 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Announces Sale of the Majority of its Automotive Business to Dana Incorporated Sale marks next step of strategic transformation and reinforces the Company’s focus on its core industrial end markets Racine, WI – November 2, 2020 – Modine Manufacturing Company (NYSE: MOD or the “Company”), a diversified global leader in thermal management techno |
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| November 5, 2020 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports Second Quarter Fiscal 2021 Results Improving market conditions and cost reductions result in higher margins, earnings and cash flow Racine, WI – November 5, 2020 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter ended |
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| November 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): November 5, 2020 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. |
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| October 6, 2020 |
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): September 30, 2020 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. |
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| October 6, 2020 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award |
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| October 6, 2020 |
MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT Exhibit 10.1 MODINE MANUFACTURING COMPANY PERFORMANCE CASH AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted an opportunity to earn a Performance Cash Award of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of this Award Agreement. This Award Agreement is not subject to the Modine Manufacturing Company 2020 Incentive Compensation Plan |
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| October 6, 2020 |
Exhibit 10.3 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Aw |
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| October 6, 2020 |
Exhibit 10.4 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AWARD AGREEMENT We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used |
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| October 5, 2020 |
MOD / Modine Manufacturing Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| September 2, 2020 |
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 31, 2020 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. |
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| September 2, 2020 |
Exhibit 10.1 Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403-2552 Tel. 262.636.1200 Fax 262.636.1742 August 31, 2020 XXXXXXXXXXXXX XXXXXXXXXXXXX XXXXXXXXXXXXX Dear XXXX: As a key executive leader at Modine, your role is critical to ensuring a smooth transition and the execution of various strategic objectives during the recently announced CEO transition period and beyond. |
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| August 27, 2020 |
MOD / Modine Manufacturing Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D 1 mod00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Modine Manufacturing Company (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class of Securities) 607828100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| August 5, 2020 |
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 3, 2020 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. |
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| August 5, 2020 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Announces CEO Transition Plan Michael B. (Mick) Lucareli appointed Interim President and Chief Executive Officer; Board currently executing search process for new leader to drive the industrial strategy and accelerate future growth Racine, WI – August 4, 2020 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal ma |
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| August 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1373 MODINE MANUFACTURING COM |
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| August 4, 2020 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Modine Reports First Quarter Fiscal 2021 Results First quarter cash flow and performance reflect positive impact of cost savings measures taken in response to economic environment Racine, WI – August 4, 2020 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial |
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| August 4, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 4, 2020 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. |
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| August 3, 2020 |
Exhibit 99.1 Modine Manufacturing Company Segment operating results Recast for segment realignment (unaudited) (In millions) Three months ended Twelve months ended June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020 March 31, 2020 Net sales: Commercial and Industrial Solutions $ 168.8 $ 156.7 $ 147.5 $ 150.9 $ 623.9 Building HVAC Systems 49.0 56.0 64.9 51.2 221.1 Heavy Duty Equipment |
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| August 3, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 3, 2020 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. |
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| July 28, 2020 |
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 23, 2020 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. |
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| July 28, 2020 |
MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN Exhibit 10.1 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN I. INTRODUCTION. 1.01 Purpose. The Modine Manufacturing Company 2020 Incentive Compensation Plan (the "Plan") is intended to provide incentives that will (a) attract and retain the best available (i) non-employee directors of Modine Manufacturing Company (the “Company”) and (ii) employees of the Company or any Subsidiary th |
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| July 28, 2020 |
Exhibit 10.2 MODINE MANUFACTURING COMPANY 2020 INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms |
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| July 23, 2020 |
FORM S-8 Registration No. 333- As filed with the Securities and Exchange Commission on July 23, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under The Securities Act of 1933 MODINE MANUFACTURING COMPANY (Exact Name of Registrant as Specified in Charter) Wisconsin39-0482000 (State of Incorporation)(I.R.S. Employer Identification No.) 1 |
