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):  May 9, 2022

Modine Manufacturing Company
(Exact name of registrant as specified in its charter)

Wisconsin
1-1373
39-0482000
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin
53403
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:
(262) 636-1200
   
(Former name or former address, if changed since last report.)
N/A

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

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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.

Appointment of Director

Modine Manufacturing Company (the “Company”) announced that on May 9, 2022, the Company’s Board of Directors appointed David J. Wilson as director, to fill the vacant seat created by the departure of David G. Bills in January 2022.

Mr. Wilson was appointed to the class of directors with terms ending in 2022. His term commenced immediately and will continue until his successor is duly elected or until his earlier death, resignation or removal. Mr. Wilson has been named to the Audit Committee and the Corporate Governance and Nominating Committee.

Item 8.01
Other Events.

On May 12, 2022, the Company issued a press release announcing Mr. Wilson’s appointment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d)          Exhibits

The following exhibits are being furnished herewith:

Press Release issued May 12, 2022.
   
104
Cover Page Interactive Data File (formatted as Inline XBRL)

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.

 
Modine Manufacturing Company
   
 
By: /s/ Sylvia A. Stein
 
Sylvia A. Stein
 
Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer
   
Date:  May 13, 2022
  


Exhibit 99.1

NEWS RELEASE
 
FOR IMMEDIATE RELEASE

 David J. Wilson Joining Modine Manufacturing Company Board of Directors

Racine, WI – May 12, 2022 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that David J. Wilson has joined the Company's Board of Directors effective May 9, 2022. Mr. Wilson currently serves as President and Chief Executive Officer and as a director of Columbus McKinnon Corporation (Nasdaq:CMCO), a leading designer and manufacturer of motion control products, technologies, automated systems and services for material handling. Prior to joining Columbus McKinnon as CEO in June 2020, he served as the president of the Pumps Division of Flowserve Corporation, a leading provider of flow control products and services for the global infrastructure market. Prior to that, he held various leadership roles at SPX Corporation and its spin-off, SPX FLOW, Inc. as well as with Polaroid Corporation where he began his career as an engineer.

“We are thrilled to welcome David to the Modine Board,” said Marsha Williams, Chairperson, Modine Board of Directors. “David’s extensive experience serving as a strategic and transformative leader will be critical as we continue to progress with Modine’s own strategic journey. This includes using 80/20 tools to drive commercial and operational excellence and to make the strategic investments that will lead to sustained, profitable growth and a higher return for our shareholders.”

Mr. Wilson earned his Bachelor of Science in Electrical Engineering at the University of Massachusetts, Lowell. He will serve on the Audit and Corporate Governance and Nominating Committees and will stand for election at Modine’s 2022 annual meeting of shareholders.

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. 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

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Investor & Media Contact

Kathleen Powers
(262) 636-1687
[email protected]


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