Modine Manufacturing Co 8-K/A, filed Jun 14, 2021
Modine Manufacturing Co (MOD)
8-K/A
2021-06-14
For: 2021-06-04
View Original
Added on
April 11, 2026
About this 8-K/A
Modine Manufacturing Co filed this 8-K/A on June 14, 2021, reporting on events of June 4, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(Former name or former address, if changed since last report.)
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N/A
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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
This Amendment No. 1 to the Form 8-K filed by Modine Manufacturing Company on June 10, 2021 is being filed for the sole purpose of correcting Neil D. Brinker’s title from
the incorrect “President and Chief Financial Officer” to the correct “President and Chief Executive Officer.”
| 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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In accordance with the terms of the offer letter by and between Modine Manufacturing Company (the “Company”) and Neil D. Brinker, dated as of November 10, 2020 (the “Offer
Letter”), setting forth the terms of Mr. Brinker’s appointment as the Company’s President and Chief Executive Officer, the Company and Mr. Brinker have entered into a Change in Control Agreement, effective as of June 4, 2021 (the “Change in Control
Agreement”).
Under the Change in Control Agreement, Mr. Brinker will be entitled to certain severance benefits if (1) a Change in Control (as defined therein) occurs while he is
employed with the Company; (2) at any time during the 24 months after the occurrence of the Change in Control, Mr. Brinker’s employment is terminated by the Company or its successor, or he terminates his employment for Good Reason (as defined
therein); and (3) Mr. Brinker executes a release of claims against Modine. Under the foregoing conditions, Mr. Brinker would be entitled to receive (1) an amount equal to two and one-half times his base salary in effect on the date of such
termination; (2) an amount equal to two and one-half times his target annual incentive bonus for the fiscal year in which the termination occurs; and (3) if he chooses COBRA coverage with Modine, payment by the Company of his full COBRA premium for
18 months following such termination.
The foregoing benefits are also conditioned upon Mr. Brinker’s compliance with certain provisions of the Offer Letter regarding confidentiality, noncompetition and
non-solicitation, and are subject to forfeiture upon any breach by Mr. Brinker of such provisions.
The foregoing description of the material terms of the Change in Control Agreement does not purport to be complete, and is qualified in all respects by the full text of the
Change in Control Agreement, a copy of which is attached hereto as Exhibit 10.1 and 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:
| 10.1 |
Change in Control Agreement dated as of June 4, 2021, by and between Modine Manufacturing Company and Neil D. Brinker
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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
Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
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Date: June 14, 2021
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Exhibit 10.1
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of June, 2021, by and between Modine
Manufacturing Company, a Wisconsin corporation (“Modine”) and Neil Brinker (“Executive”).
WITNESSETH:
WHEREAS, Executive is currently employed by Modine as its Chief Executive Officer;
WHEREAS, Modine desires to provide security to Executive in connection with Executive’s employment with Modine in the event of a Change in
Control (as defined below) affecting Modine; and
WHEREAS, Executive and Modine desire to enter into this Agreement pertaining to the terms of the security Modine is providing to Executive
with respect to his employment in the event of a Change in Control;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:
1. Definitions. For purposes of this Agreement:
(a) “Affiliate” or “Associate” shall
have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as it may be amended from time to time.
(b) “Base Salary” shall mean
Executive’s per annum base salary at the rate in effect on the date of Executive’s termination of employment.
(c) A “Change in Control” shall be
deemed to take place on the occurrence of either of the following events:
(i) The effective time of (A) a
merger or consolidation of Modine with one or more other corporations as a result of which the holders of the outstanding capital stock of Modine entitled to vote in elections of directors (“Voting Power”) of Modine immediately prior to such merger
or consolidation (other than the surviving or resulting corporation or any Affiliate or Associate thereof) hold less than 50% of the Voting Power of the surviving or resulting corporation, or (B) a transfer of 51% of the Voting Power, or a majority
of Modine’s consolidated assets to an entity, other than to an entity of which Modine owns at least 50% of the Voting Power; or
(ii) During any period of 12 months,
the persons who at the beginning of such 12-month period were directors of Modine cease for any reason to constitute at least a majority of the Board of Directors of Modine.
(d) “Beneficiary” shall mean the person
or entity designated by Executive, by written instrument delivered to Employer, to receive the benefits payable under this Agreement in the event of his death. If Executive fails to designate a Beneficiary, or if no Beneficiary survives Executive,
such death benefits shall be paid:
(i) to his surviving spouse; or
(ii) if there is no surviving spouse, to his living descendants per stirpes; or
(iii) if there is neither a surviving spouse nor descendants, to his duly appointed and qualified executor or personal representative.
(e) “Cause” shall have the same
meaning as in the Offer Letter.
(f) “Code” shall mean the Internal
Revenue Code of 1986, as amended.
(g) “Good Reason” shall have the same
meaning as in the Offer Letter.
(h) “Offer Letter” shall mean that
certain offer letter dated as of November 10, 2020, by and between Modine and Executive.
(i) “Target Bonus” shall mean the
amount of Executive’s target annual incentive bonus compensation for the fiscal year in which the date of Executive’s termination of employment occurs or, for a termination of employment that precedes the date that the target annual incentive bonus
amount is set for such fiscal year, the amount of the Executive’s target annual incentive bonus compensation for the prior fiscal year.
2. Benefits Upon a Change in Control and Termination of Employment.
(a) Executive will be eligible to
receive the severance benefits under Section 2(b) below if:
(i) a Change in Control occurs
while Executive is employed with Modine;
(ii) at any time during the 24 months
after the Change in Control occurs, the employment of Executive with Modine is terminated by Modine (or a successor of Modine as a result of the
Change in Control) for any reason other than Cause, or Executive terminates his employment with Modine (or a successor of Modine as a result of
the Change in Control) for Good Reason; and
(iii) Executive signs a full release of
any and all claims against Modine (and a successor of Modine as a result of the Change in Control) in a release form acceptable to Modine after the termination of Executive’s employment and Executive does not revoke such release pursuant to any
revocation rights afforded by applicable law (all within 60 days after Executive’s termination of employment or such shorter period as may be specified by Modine (such period, the “Release Period”)).
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(b) Change in Control Severance Benefits. Upon Executive meeting the conditions of Section 2(a) above, Executive shall be eligible to receive the following severance benefits:
(i) Modine shall pay Executive an
amount equal to two and one-half times Executive’s Base Salary;
(ii) Modine shall pay Executive an
amount equal to two and one-half times Executive’s Target Bonus; and
(iii) If Executive chooses COBRA
coverage with Modine, Modine will pay Executive’s full COBRA premium for the eighteen (18) months following Executive’s termination of employment.
(c) Payment of Change in Control Severance Benefits. Modine shall pay Executive the severance benefits under Sections 2(b)(i) and (ii) above in a lump sum upon the expiration of the Release
Period, provided, however, if Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the lump sum payment shall be made to Executive on the date
which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (B) the date of Executive’s death.
(d) Sole Severance Benefits. To the extent any benefits become payable under this Agreement, the benefits payable hereunder shall be the sole severance benefits payable to Executive upon his
termination of employment and no severance benefits shall be payable to Executive under Paragraph 13 of the Offer Letter.
3. Forfeiture. Executive’s rights to receive the benefits under Section 2 above are conditioned upon Executive’s compliance with his obligations under Paragraphs 15 – 16 of the Offer Letter (regarding
confidentiality, noncompetition and nonsolicitation), and upon any breach of such obligations by Executive, he shall immediately forfeit his right to any payment or benefits under this Agreement or, if such violation occurs after payments under
Section 2 have been paid to Executive, he shall be required to immediately return such payments to Modine and Modine shall thereafter have no further obligation hereunder to Executive.
4. Executive Assignment. No interest of Executive under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other
claims against, Executive, including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings.
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5. Death. Upon the death of Executive following a termination of employment covered under Section 2 (a) above, then all unpaid amounts payable to Executive under subsections 2(b)(i) and (ii) shall be
paid to his Beneficiary.
6. Waiver. No waiver by any party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of any other provisions or conditions at the same time or at any prior or subsequent time.
7. Entire Agreement. This Agreement constitutes the entire agreement between Executive and Modine with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or
written representations, understandings, agreements or communications between Executive and Modine concerning those subject matters, including Paragraph 13 of the Offer Letter (specifically the portion relating to a change in control agreement).
8. No Employment Contract. Nothing contained in this Agreement shall be construed to be an employment contract between Executive and Modine.
9. Notices. All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Executive:
Neil Brinker
[address withheld]
If to Modine:
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI 53403
Attn: Sylvia Stein – General Counsel
10. Choice of Law, Jurisdiction, Venue. This Agreement and all disputes arising hereunder or relating hereto shall be governed by the internal laws of the state of Wisconsin, without regard to its conflict
of laws principles. EACH OF THE PARTIES HERETO (A) SUBMITS TO THE JURISDICTION OF THE STATE COURTS LOCATED IN THE COUNTY OF RACINE, WISCONSIN, U.S.A., OR THE U.S. FEDERAL DISTRICT COURT FOR THE EASTERN DISTRICT OF WISCONSIN WITH RESPECT TO ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER; (B) AGREES THAT ANY CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD OR DETERMINED ONLY IN SUCH COURT; (C) AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS LETTER IN ANY OTHER COURT UNLESS OR UNTIL SUCH COURT HAS FINALLY REFUSED TO EXERCISE JURISDICTION; AND (D) WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT.
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11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
12. Severability. The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of each other. If any court of competent jurisdiction determines
that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such
invalid or unenforceable provision shall not affect the validity of any other provision.
13. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives and successors.
14. IRC 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and shall be interpreted and administered accordingly. If any provision or term of this Agreement would be
prohibited by or inconsistent with the requirements of Section 409A of the Code, then such provision or term shall be deemed to be reformed to comply with Section 409A of the Code. A termination of employment shall not be deemed to have occurred
for purposes this Agreement unless such termination is also a "separation from service" within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a "termination," "termination of
employment" or like terms shall mean "separation from service."
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first indicated above.
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MODINE MANUFACTURING COMPANY
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| By: /s/ Brian Agen | |
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Title: Vice President – Human Resources
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EXECUTIVE
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s/s Neil Brinker
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Neil Brinker
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