Modine Manufacturing Co 8-K, filed Oct 5, 2021
Modine Manufacturing Co (MOD)
8-K
2021-10-05
For: 2021-09-29
View Original
Added on
April 11, 2026
About this 8-K
Modine Manufacturing Co filed this 8-K on October 5, 2021, reporting on events of September 29, 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
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): September 29, 2021
(Exact name of registrant as specified in its charter)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 September 29, 2021, Joel T. Casterton is no longer serving in the role of Vice President, Heavy Duty Equipment of Modine Manufacturing Company (the “Company”).
Mr. Casterton will be leaving the Company later in October to pursue other opportunities.
The terms of any separation arrangement with Mr. Casterton have not been determined as of the time of the filing of this Current Report on Form 8-K, and will be provided,
to the extent required under applicable regulations, by amendment to this report within four business days after such information becomes available.
| Item 8.01 |
Other Events.
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On October 5, 2021, the Company issued a press release announcing the separation of Mr. Casterton 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.
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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 October 5, 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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By: /s/ Sylvia A. Stein
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Sylvia A. Stein
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Vice President, General Counsel, Corporate
Secretary and Chief Compliance Officer
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Date: October 5, 2021
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Modine Names Matt Powell as General Manager, Heavy Duty Equipment
Racine, WI – October 5, 2021 – Modine Manufacturing Company (NYSE: MOD or the “Company”), a diversified global leader in thermal management technology and solutions, today announced that Matt Powell has been appointed
General Manager, Heavy Duty Equipment (“HDE”). In this role, Mr. Powell will lead the HDE business, excluding that portion of the segment focused on electric vehicles (“EV”). As previously announced, Modine created a separate business unit to
focus on the electric vehicle (“EV”) business with a separate leadership team. This realigned and refocused organizational structure will allow Modine to actively market the Company’s current systems and develop new technologies associated with the
EV market while delineating and better focusing the Company’s business for our other markets. Joel T. Casterton, who previously led the HDE segment, is leaving Modine later this month to pursue other opportunities outside of the Company.
Mr. Powell most recently served as the President and CEO of Amcor, Inc., a privately-held manufacturer and distributor in the plastics industry. Prior to that, Mr. Powell
spent eight years with Danaher Corporation, where he held roles of increasing responsibility, including Vice President of Service Operations, North America (Gilbarco Veeder-Root) and various business development and marketing leadership roles.
“I am very pleased to welcome Matt to the Modine team,” said Neil D. Brinker, President and CEO. “The decision to separate the traditional powertrain cooling business from
our EV business signals a strategic shift for the Company. As our customers continue to transition to electric vehicles, we are investing more in the systems and technologies to support these platforms. This means that we will begin to deemphasize
certain products for internal combustion engines as we execute our 80/20 strategy of focusing Company resources on higher growth, higher margin businesses to create a stronger Modine. Matt is well suited to lead this process given his extensive
international experience dealing with organizational change.”
The Company will retain the existing business segments through the remainder of fiscal 2022. A portion of the Company’s current HDE business is expected to
transition to EV over time and the Company plans to shift resources and capital to this business, which offers significantly higher growth potential and margins. Mr. Powell will be focused on accelerating this transition while improving the
profitability and cash flow of the remaining business. He will also evaluate alternatives for certain portions of the business that are not strategic.
Brinker concluded, “I would like to thank Joel Casterton for his leadership of the HDE segment and his many contributions to Modine. We wish him the best in his future
endeavors.”
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About Modine
Modine, with fiscal 2021 revenues of $1.8 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: BHVAC, CIS, 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.
SOURCE: Modine Manufacturing Company
Investor & Media Contact
Kathleen Powers
(262) 636-1687
kathleen.t.powers@modine.com
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