Modine Manufacturing Co 8-K, filed Jan 8, 2021
Modine Manufacturing Co (MOD)
8-K
2021-01-08
For: 2021-01-07
View Original
Added on
April 11, 2026
About this 8-K
Modine Manufacturing Co filed this 8-K on January 8, 2021, reporting on events of January 7, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230 .40 5 of this chapter) or Rule
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
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Information to be Included in the Report
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Effective January 7, 2021, Scott L. Bowser, Vice President, Commercial and Industrial Solutions (“CIS”) and Chief Operating Officer of Modine Manufacturing Company (the
“Company”), ceased employment with the Company due to the elimination of the Vice President, CIS and Chief Operating Officer position.
The final terms of the Company’s separation arrangement with Mr. Bowser have not been determined as of the time of filing of this Current Report on Form 8-K, and will be
provided by amendment to this report within four business days after such information becomes available.
| Item 8.01 |
Other Events.
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On January 7, 2021, the Company issued a press release announcing the separation of Mr. Bowser as described in Item 5.02, above. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits
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The following exhibit is being furnished herewith:
| 99.1 |
Press Release issued January 7, 2021.
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Signatures
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.
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Modine Manufacturing Company
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/s/ Neil D. Brinker
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Neil D. Brinker
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President and Chief Executive Officer
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Date: January 8, 2021
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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 Operating Officer. Along with this change, the Company announced the departure of Scott Bowser, who previously held this combined
position. Global operations will be managed by Tom Drahos, who is currently Vice President of Operations. Mr. Drahos has vast experience leading global operations teams during his 27 years with Modine. Scott Miller will assume responsibility for
the CIS business segment. Mr. Miller has been with Modine for 22 years, including numerous business leadership roles and most recently serving as Vice President, Global Coils and Coolers in Modine’s CIS segment. Both individuals will report
directly to the President and CEO.
“Removing the COO role will allow me to connect directly with our Global Operations and CIS organizations, enabling us to assess longer-term organizational structures to
best support our strategy of becoming a more diversified industrial company,” said Neil Brinker, President and CEO. “I would like to thank Scott for his contributions and years of service to Modine and wish him success in the future.”
About Modine
Modine, with fiscal 2020 revenues of $2.0 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling components,
original equipment products, and systems to diversified global markets through its four complementary segments: CIS; BHVAC; HDE; and Automotive. Modine is a global company headquartered in Racine, Wisconsin (USA), with operations in North America,
South America, Europe and Asia. For more information about Modine, visit www.modine.com.
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Forward-Looking Statements
This press release contains statements, including information about future financial performance and market conditions, accompanied by phrases such as
“believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine's actual results, performance or achievements may differ
materially from those expressed or implied in these statements because of certain risks and uncertainties, including, but not limited to those described under “Risk Factors” in Item 1A of Part I of the Company's Annual Report on Form 10-K for the
year ended March 31, 2020 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020. Other risks and uncertainties
include, but are not limited to, the following: the impact of the COVID-19 pandemic on the national and global economy, our business, suppliers, customers, and employees; the overall health and price-down focus of Modine’s customers; our ability to
successfully execute our strategic and operational plans, including our ability to successfully complete the pending sale of our liquid-cooled automotive business, including the receipt of governmental and third-party approvals and satisfaction of
other closing conditions, and our ability to successfully exit our other automotive businesses; our ability to effectively and efficiently reduce our cost structure in response to sales volume declines and complete restructuring activities and
realize benefits thereon; our ability to comply with the financial covenants in our credit agreements and to fund our global liquidity requirements efficiently, particularly in light of the volatility and negative impacts to the financial markets
resulting from COVID-19; operational inefficiencies as a result of program launches, unexpected volume increases, product transfers, and delays or inefficiencies resulting from restrictions imposed in response to the COVID-19 pandemic; economic,
social and political conditions, changes and challenges in the markets where Modine operates and competes, including foreign currency exchange rate fluctuations, tariffs (and potential trade war impacts resulting from tariffs or retaliatory actions),
inflation, changes in interest rates or tightening of the credit markets, recession, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties about the impact of regulatory and/or
policy changes, including those related to tax and trade, the COVID-19 pandemic and other matters, that have been or may be implemented in the U.S. or abroad, and continuing uncertainty regarding the impacts of “Brexit”; the impact on Modine of any
significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased components, and our ability to adjust product pricing in response to any such increases; the nature of and Modine’s
significant exposure to the vehicular industry and the dependence of this industry on the health of the economy; the concentration of sales within our CIS segment attributed to one customer; Modine’s ability to recruit and maintain talent in
managerial, leadership, and administrative functions; Modine’s ability to protect its proprietary information and intellectual property from theft or attack; the impact of any substantial disruption or material breach of our information technology
systems; costs and other effects of environmental investigation, remediation or litigation; and other risks and uncertainties identified by the Company in public filings with the U.S. Securities and Exchange Commission. Forward-looking statements
are as of the date of this release, and the Company does not assume any obligation to update any forward-looking statements.
SOURCE: Modine Manufacturing Company
Investor & Media Contact
Kathleen Powers
(262) 636-1687
kathleen.t.powers@modine.com
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