Modine Manufacturing Files Definitive Proxy Statement

Ticker: MOD · Form: DEF 14A · Filed: Jul 1, 2024 · CIK: 67347

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

TL;DR

MODINE files proxy statement for Aug 15 meeting - shareholders vote soon.

AI Summary

Modine Manufacturing Co. filed its definitive proxy statement on July 1, 2024, for its annual meeting on August 15, 2024. The filing, a DEF 14A, details information for shareholders regarding the company's governance and upcoming votes. Modine Manufacturing, headquartered in Racine, WI, is a key player in the motor vehicle parts and accessories industry.

Why It Matters

This filing provides shareholders with crucial information to make informed decisions at the upcoming annual meeting, impacting corporate governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine filing of a definitive proxy statement, which is standard for public companies and does not inherently indicate new risks.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or definitive proxy statement, is used by companies to solicit proxy votes from shareholders for an upcoming meeting, providing detailed information on matters to be voted upon.

When is Modine Manufacturing Co.'s annual meeting scheduled?

Modine Manufacturing Co.'s annual meeting is scheduled for August 15, 2024.

Who is the filer of this proxy statement?

The filer of this proxy statement is Modine Manufacturing Company.

What is Modine Manufacturing Co.'s primary business sector?

Modine Manufacturing Co. is in the Motor Vehicle Parts & Accessories sector, with SIC code 3714.

What is the filing date of this definitive proxy statement?

This definitive proxy statement was filed on July 1, 2024.

Filing Stats: 4,377 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2024-07-01 16:06:15

Filing Documents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 1 CORPORATE GOVERNANCE 10 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MATTERS 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16 COMPENSATION DISCUSSION AND ANALYSIS 20 COMPENSATION COMMITTEE REPORT 33 TABLES 2024 Summary Compensation Table 34 Grants of Plan-Based Awards for Fiscal 2024 36 Outstanding Equity Awards at Fiscal Year End 37 Option Exercises and Stock Vested for Fiscal 2024 39 Pension Benefits Table for Fiscal 2024 40 Nonqualified Deferred Compensation Table for Fiscal 2024 41 POTENTIAL POST-EMPLOYMENT PAYMENTS 42 POTENTIAL CHANGE IN CONTROL PAYMENTS AND BENEFITS 43 CEO PAY RATIO 46 PAY VERSUS PERFORMANCE 46

– ADVISORY APPROVAL OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION

ITEM 2 – ADVISORY APPROVAL OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION 49

– RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 – RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 49 REPORT OF THE AUDIT COMMITTEE 51 DELINQUENT SECTION 16(a) REPORTS 53 ADDITIONAL MATTERS 53 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 54 APPENDIX A: NON-GAAP RECONCILIATIONS A-1

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS The Board of Directors (the "Board of Directors" or the "Board") of Modine Manufacturing Company (the "Company" or "Modine") nominated three current members of the Board, Suresh V. Garimella, Christopher W. Patterson, and Christine Y. Yan, to stand for election at the 2024 Annual Meeting of Shareholders (the "Annual Meeting"). If elected, each director would serve until the 2027 Annual Meeting of Shareholders and the election of his or her successor. The persons appointed as proxies will vote "FOR" the election of these nominees, unless instructions to the contrary are given to them. The nominees have indicated they are willing to serve as directors. While it is not anticipated that any of the nominees will be unable to take office, if that happens, the proxies will vote "FOR" the substitute nominee(s) designated by the Board of Directors. The Company's Amended and Restated Articles of Incorporation provide that the Board of Directors shall be divided into three classes, as nearly equal in number as possible, serving staggered three-year terms. The Board of Directors currently consists of nine members, with each class consisting of three directors. In accordance with the Company's Bylaws, a director shall hold office until (i) the end of such director's term and until the director's successor shall have been elected, (ii) there is a decrease in the allowable number of directors, or (iii) his or her death, resignation or removal. Vacancies may be filled by the shareholders or the remaining directors. See Selection of Nominees to the Board of Directors below. The Company's Bylaws require that each director retire at the close of the term in which he or she attains the age of 72 years, unless exempted from it by a resolution passed by a two-thirds vote of the Board of Directors. Qualifications of Modine's Board of Directors Qualifications of Modine's Board of Directors as a Governing Entity Modine's Board consists of proven le

Business

Business Operations Leadership X X X X X X Relevant Industry Experience X X X X X Global Business Experience X X X X X X X X Financial Expertise X X X X X Technological Expertise X X X Corporate Governance Expertise X X X X X X Financial Markets Experience X X X Strategic Planning and Execution Expertise X X X X X X X X X Demographics Race/Ethnicity African American Asian/Pacific Islander X X White/Caucasian X X X X X X X Gender Male X X X X X X Female X X X -2- 2024 Nominees for Director Based upon the recommendation of the Governance Committee, the Board approved the nominations of Suresh V. Garimella, Christopher W. Patterson, and Christine Y. Yan for election as directors. Dr. Garimella, Mr. Patterson, and Ms. Yan are considered independent under the New York Stock Exchange ("NYSE") corporate governance listing standards. Dr. Garimella, Mr. Patterson, and Ms. Yan were last elected to the Board in 2021, at which time they each received the support of over 93 percent of the votes cast. Director Resignation Bylaw Under the Company's Bylaws, if an incumbent director fails to receive the affirmative vote of a majority of votes cast in an uncontested election, such director is required to promptly tender his or her resignation to the Board. The Governance and Nominating Committee will then recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the recommendation of the Governance and Nominating Committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the certification of the results of the election. The Board of Directors recommends a vote "FOR" Suresh V. Garimella, Christopher W. Patterson, and Christine Y. Yan. Vote Required for Approval Directors in an uncontested election are elected by a ma

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