Business Context and Reporting Period
This Form 8-K Current Report from Modine Manufacturing Company (MOD) covers the shareholder vote held on August 21, 2025. The filing details the outcomes of the annual meeting, including the election of directors, executive compensation approval, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity. No financial metrics are disclosed in this document.
Material Changes
There are no material financial changes reported in this filing. The primary event is the successful election of four directors to serve until the 2028 Annual Meeting:
- Neil D. Brinker
- Katherine C. Harper
- David J. Wilson
- Mark Bendza
Guidance, Outlook, and Voting Results
The filing contains no management guidance, outlook, or discussion of risks and contingencies. It reports the following voting outcomes:
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Neil D. Brinker | 45,820,050 | 771,251 | 31,276 | 2,224,542 |
| Election of Katherine C. Harper | 44,510,483 | 2,079,773 | 32,321 | 2,224,542 |
| Election of David J. Wilson | 42,659,121 | 3,930,255 | 33,201 | 2,224,542 |
| Election of Mark Bendza | 46,141,667 | 447,167 | 33,743 | 2,224,542 |
| Say on Pay (Advisory) | 44,940,714 | 1,542,927 | 138,936 | 2,224,542 |
| Ratification of KPMG | 48,659,379 | 133,266 | 54,474 | N/A |
Investor Verification Checklist
- Verify the tenure of the newly elected directors (until the 2028 Annual Meeting).
- Confirm the ratification of KPMG as the independent registered public accounting firm.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.
- Review the "Against" vote percentages for directors, particularly David J. Wilson (approx. 8.4% against) and Katherine C. Harper (approx. 4.4% against), to gauge shareholder sentiment.