8-K
Modine Manufacturing Co (MOD)
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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 23, 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.625 par value | MOD | New York Stock Exchange |
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 September 23, 2022, the Company’s Board of Directors appointed William A. Wulfsohn, former Chairman and Chief Executive Officer of Ashland Global Holdings, as a director.
Mr. Wulfsohn was appointed to the class of directors with terms ending in 2023. His term commenced immediately and will continue until his successor is duly elected or until his earlier death, resignation or removal. Mr. Wulfsohn has been named to the Audit Committee and the Corporate Governance and Nominating Committee.
| Item 8.01 | Other Events. |
|---|
On September 28, 2022, the Company issued a press release announcing Mr. Wulfsohn’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:
| 99.1 | Press Release issued September 28, 2022. |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
| Modine Manufacturing Company | |
|---|---|
| By: /s/ Sylvia A. Stein<br><br> <br>Sylvia A. Stein<br><br> <br>Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer | |
| Date: September 29, 2022 |
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
William A. Wulfsohn Joining Modine Manufacturing Company Board of Directors
Racine, WI – September 28, 2022 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that William A. Wulfsohn will join the Company's Board of Directors, effective immediately. Mr. Wulfsohn served as Chairman and Chief Executive Officer of Ashland Global Holdings, a public specialty chemicals company, from 2015 to 2019. Currently Mr. Wulfsohn serves as a Director at specialty chemicals company, PolyOne/Avient Corp. He also served as the founding Chairman of Valvoline for the first year after its successful spinoff from Ashland Global Holdings in 2016. His prior employment includes strategic, M&A and international experience in senior roles including President and Chief Executive Officer at Carpenter Technology Corporation, Senior Vice President, Coatings at PPG Industries and Vice President and General Manager – Nylon System at Honeywell International Inc.
“We are very pleased to welcome Bill to the Modine Board,” said Marsha Williams, Chairperson, Modine Board of Directors. “He brings unique skills which will benefit both the Board and the management team at a time when Modine is refocusing its businesses toward faster growing and more profitable product lines. Bill’s senior leadership skills and extensive board experience will bring invaluable expertise to Modine in furthering the Company’s transformation.”
Mr. Wulfsohn holds an MBA from the Harvard Graduate School of Business Administration and a Bachelor of Science degree, magna cum laude, in Chemical Engineering from the University of Michigan. Mr. Wulfsohn will stand for election at Modine’s 2023 annual meeting of shareholders.
About Modine
At Modine, we are engineering a cleaner, healthier world. Building on more than 100 years of excellence in thermal management, we provide trusted systems and solutions that improve air quality and conserve natural resources. More than 11,000 employees are at work in every corner of the globe, delivering the solutions our customers need, where they need them. Our Climate Solutions and Performance Technologies segments support our purpose by improving air quality, reducing energy and water consumption, lowering harmful emissions and enabling cleaner running vehicles and environmentally-friendly refrigerants. 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.
Investor & Media Contact
Kathleen Powers
(262) 636-1687
kathleen.t.powers@modine.com