Business Context and Reporting Period
This Form 8-K Current Report from Modine Manufacturing Company covers events occurring on August 20, 2026. The filing details the results of the Company's Annual Meeting of Shareholders, specifically regarding the election of directors, executive compensation approval, and the ratification of the independent auditor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results and does not contain financial performance data.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders on August 20, 2026:
- Election of Directors: Shareholders elected Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams to serve until the 2029 Annual Meeting.
- Eric D. Ashleman: 41,246,977 For; 3,610,837 Against.
- Alan S. Lowe: 41,232,719 For; 3,624,989 Against.
- Marsha C. Williams: 38,969,967 For; 5,873,557 Against.
- Advisory Vote on Executive Compensation (Say on Pay): Approved by shareholders.
- Results: 43,253,699 For; 1,486,968 Against.
- Ratification of Independent Auditor: Shareholders ratified the appointment of KPMG.
- Results: 47,670,574 For; 208,761 Against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to reporting the outcomes of shareholder votes.
Investor Verification Checklist
- Verify the tenure of the newly elected directors (Eric D. Ashleman, Alan S. Lowe, Marsha C. Williams) extending to the 2029 Annual Meeting.
- Confirm the continued engagement of KPMG as the independent registered public accounting firm.
- Note the significant "Against" votes for Marsha C. Williams (approx. 13% of total votes cast) compared to the other director nominees.
- Review the full proxy statement for detailed executive compensation data referenced in the "Say on Pay" vote.