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): August 31, 2020

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

Wisconsin
001-01373
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 .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.  ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 31, 2020, the Officer Nomination and Compensation Committee of the Board of Directors (the “Board”) of Modine Manufacturing Company (the “Company”) and, as applicable, the Board, approved retention compensation arrangements under retention letters (the “Retention Letters”) with certain employees whose roles are deemed to be critical to the Company, including, among others, named executive officers Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance, and Chief Financial Officer; Scott L. Bowser, Vice President, Commercial & Industrial Solutions and Chief Operating Officer; and Sylvia A. Stein, Vice President, General Counsel and Corporate Secretary (each, a “Named Officer”).

Under the Retention Letters, unless his or her employment is earlier terminated for Good Cause (as defined in the Retention Letters), on August 4, 2022 (the “Trigger Date”), each Named Officer will be entitled to (1) a cash award equivalent to 50 percent of such Named Officer’s annual base salary as of such date, and (2) a grant of restricted stock units with a grant date fair value equal to 50 percent of the target value of such Named Officer’s prevailing Long-Term Incentive Plan award (based on the closing price of the Company’s common stock on August 3, 2022), which will vest on August 4, 2024.

The compensation under the Retention Letters is conditioned upon the continued performance of the Named Officer’s duties and responsibilities to the reasonable satisfaction of the Company, and the Named Officer’s continued active employment with the Company until the Trigger Date.

In the event of an involuntary termination of a Named Officer’s employment with the Company without “Good Cause” prior to the Trigger Date, such Named Officer will receive the cash portion of the retention award, plus a cash-equivalent of the RSU portion of the retention award, conditioned on such Named Officer’s execution of a customary release of claims.

The foregoing description of the material terms of the Retention Letters is not intended to be complete, and is qualified in its entirety by the full text of the Retention Letters, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits

The following exhibits are being furnished herewith:

10.1
Form of Retention Letter, effective August 31, 2020, between the Company and each of Michael B. Lucareli, Scott L. Bowser and Sylvia A. Stein

2
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 and Corporate Secretary
     
Date:  September 2, 2020
   


3
Exhibit 10.1

 
 
Modine Manufacturing Company
 
1500 DeKoven Avenue
 
Racine, Wisconsin 53403-2552
 
Tel. 262.636.1200
 
Fax 262.636.1742

August 31, 2020

XXXXXXXXXXXXX
XXXXXXXXXXXXX
XXXXXXXXXXXXX

Dear XXXX:

As a key executive leader at Modine, your role is critical to ensuring a smooth transition and the execution of various strategic objectives during the recently announced CEO transition period and beyond. This letter is to inform you that the Modine Board of Directors has approved a retention compensation award to encourage you to remain with the Company through August 4, 2022 (the “Trigger Date”).
 
The terms and conditions of this retention award agreement (the Agreement”) are as follows:
 

1.
Unless your employment is earlier terminated for Good Cause (as defined below), your voluntary departure or your death or disability, you will be entitled to:


•
A cash award equivalent to fifty percent (50%) of your annual base salary on the Trigger Date.  Such payment will occur on the next regular payroll date following the Trigger Date and will be subject to all applicable payroll taxes and statutory deductions.


•
A grant of Restricted Stock Units (“RSUs”)  with a grant date fair value equal to fifty percent (50%) of the target value of your prevailing annual LTIP award  (based upon the closing share price on August 3, 2022).  These RSUs will vest on August 4, 2024.  A grant agreement document will be issued to you at the time of the grant.


2.
The retention award is conditioned upon:


•
The continued performance of your duties and responsibilities to the reasonable satisfaction of the Company.


•
Your continued active employment with Modine from the execution of this Agreement through the Trigger Date.  “Active employment” means you are engaged as a full-time employee of the Company and have not submitted notice of resignation on or before the Trigger Date.
 

3.
In the event of an involuntary termination of your employment with the Company, without “Good Cause” during the interval between August 4, 2020 and the Trigger Date, you will receive the cash portion of the retention award, plus a cash-equivalent of the RSU portion of the retention award, both payable in cash within sixty (60) days following such termination, subject to all applicable payroll taxes and statutory deductions, and any other regular severance pay or separation benefits pursuant to Company policy. The cash portion and the cash-equivalent RSU portion of the retention award under this paragraph 3 will be calculated based on your annual salary (50%) and prevailing LTI award (50% of target) as of the date of termination.  For the avoidance of doubt, you will not be entitled to a payment of cash or a grant of RSUs on the Trigger Date.  Further, your receipt of the cash portion of the retention award and the cash-equivalent RSU portion of the retention award under this paragraph 3 shall be conditioned on your execution of a release, in a form reasonably acceptable to the Company, of claims against the Company and its subsidiaries, shareholders, directors, officers, employees and agents of any nature whatsoever and the expiration of any statutory period for revocation of such release.  The execution by you of the release and the statutory period for revocation must be completed before the sixtieth (60th) day following the date of such termination.
 

4.
You will be ineligible to receive the retention consideration outlined in this letter in the event you are terminated prior to the Trigger Date for “Good Cause” which shall mean your (a) conviction for any criminal violation involving dishonesty, fraud or moral turpitude, the circumstances of which substantially relate to your employment duties; (b) failure to perform your duties and/or [intentional] acts or omissions that result in damage to the Company, its reputation, products, services or customers; (c) unauthorized disclosure of any trade secret or confidential information of the Company or (d) material breach of any term or provision of this Agreement.
 

5.
This Agreement does not constitute a contract of employment and except to the extent expressly provided in a separate written contract of employment, you remain an at-will employee subject to the Company’s employment and or personnel policies and practices. As such, the employment relationship may be terminated at any time by either you or the Company with or without cause.


6.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

Please let me know if you have questions on any of the above terms.

Sincerely,

MODINE MANUFACTURING COMPANY
 
By:
Its:
 
cc: Brian Agen
 
 
 
Received:
 
   
XXXXXXXXXX
 
   
Date