form8-k.htm
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, 2011

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.R.S. Employer Identification Number
 
 
1500 DeKoven Avenue, Racine, Wisconsin
53403
Address of principal executive offices
Zip Code


Registrant’s telephone number, including area code:
(262) 636-1200

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
 
 
INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07                      Submission of Matters to a Vote of Security Holders

Election of Directors

On July 21, 2011, the shareholders of Modine Manufacturing Company voted to elect David J. Anderson, Larry O. Moore and Marsha C. Williams to serve as directors until the 2014 Annual Meeting of Shareholders and until their successors are duly elected and qualified.  The results of the vote were as follows:

Director
For
Against
Abstain
Broker Non-Votes
David J. Anderson
37,855,562
1,235,617
30,193
4,167,899
Larry O. Moore
38,419,512
673,340
28,520
4,167,899
Marsha C. Williams
34,837,219
4,251,468
32,685
4,167,899

Ratification of Directors

The shareholders ratified the appointment of Mary L. Petrovich and Dr. Suresh V. Garimella to the Board of Directors.  The results of the vote were as follows:

Director
For
Against
Abstain
Broker Non-Votes
Mary L. Petrovich
38,760,366
327,520
33,486
4,167,899
Suresh V. Garimella
38,782,716
311,491
27,165
4,167,899

Ratification of Independent Registered Public Accounting Firm

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.  The results of the vote were as follows:

For
Against
Abstain
41,521,146
1,713,761
54,364

Amendment and Restatement of the 2008 Incentive Compensation Plan

The shareholders approved the amendment and restatement of the 2008 Incentive Compensation Plan.  The results of the vote were as follows:

For
Against
Abstain
Broker Non-Votes
28,343,582
10,359,387
418,403
4,167,899

Advisory Vote on Executive Compensation (Say on Pay)

The shareholders approved the advisory vote on executive compensation.  The results of the vote were as follows:

For
Against
Abstain
Broker Non-Votes
28,227,413
7,156,699
3,737,260
4,167,899

Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The shareholders approved one year as the frequency of shareholder votes on executive compensation.  The results of the vote were as follows:

One Year
Two Years
Three Years
Abstain
31,800,420
944,272
2,667,492
3,709,188
 
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Modine Manufacturing Company
   
   
 
By: /s/ Thomas A. Burke
 
Thomas A. Burke
President and Chief Executive Officer
   
   
 
By: /s/ Margaret C. Kelsey
 
Margaret C. Kelsey
Vice President – Corporate Development,
General Counsel and Secretary


Date: July 22, 2011
 
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