Wisconsin
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001-01373
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39-0482000
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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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1500 DeKoven Avenue, Racine, Wisconsin
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53403
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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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(262) 636-1200
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(Former name or former address, if changed since last report.)
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N/A
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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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Common Stock, $0.625 par value
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MOD
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New York Stock Exchange
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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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Item 9.01 |
Financial Statements and Exhibits
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(d) |
Exhibits
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10.1 |
Form of Fiscal 2021 Modine Performance Cash Award Agreement
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10.2 |
Form of Fiscal 2021 Modine Incentive Stock Option Award Agreement
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10.3 |
Form of Fiscal 2021 Modine Non-Qualified Stock Option Award Agreement
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10.4 |
Form of Fiscal 2021 Modine Restricted Stock Unit Award Agreement
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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 and Corporate Secretary
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Full name of Grantee:
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Date of Award:
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October 2, 2020
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Target amount of
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Performance Cash:
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Performance Period:
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April 1, 2020 to March 31, 2023
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Performance Goal: CFROIC
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Performance Cash Award Earned Based on
Achievement of Performance Goal
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Threshold: 7.0%
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5% of Target amount of Performance Cash
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Target: 10.5%
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50% of Target amount of Performance Cash
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Maximum: ≥14.0%
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100% of Target amount of Performance Cash
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Revenue Growth
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Performance Cash Award Earned Based on
Achievement of Performance Goal
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Threshold: 3.0%
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5% of Target amount of Performance Cash
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Target: 8.0%
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50% of Target amount of Performance Cash
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Maximum: ≥13.0%
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100% of Target amount of Performance Cash
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Fees and expenses for restructuring consultants or financial advisors
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Employee severance, outplacement and related benefits
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Employee insurance and benefits continuation
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Contractual salary continuation for terminated employees
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Equipment transfers and facility preparation
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Environmental services (e.g., plant clean-up prior to sale)
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Fees and expenses for transaction advisors
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Integration expenses
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Other incremental costs and charges that are non-recurring and directly related to the transaction
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Fees and expenses for strategy advisory services associated with a specific transaction or unique project
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Unusual, non-recurring or extraordinary cash and non-cash charges or income
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The impact of the adoption of new U.S. GAAP accounting standards and significant changes in the Company’s accounting methods.
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The impact of significant divestitures, such that annual metrics will be calculated on a “continuing operations” basis for the periods following divestiture.
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MODINE MANUFACTURING COMPANY
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By:
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/s/Michael B. Lucareli
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Michael B. Lucareli
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Interim President and Chief Executive Officer
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Date of Award: |
October 2, 2020
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Number of Shares of Common Stock
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Vesting Date
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25% of the total number of shares
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October 2, 2021
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25% of the total number of shares
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October 2, 2022
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25% of the total number of shares
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October 2, 2023
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25% of the total number of shares
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October 2, 2024
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MODINE MANUFACTURING COMPANY
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By:
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Michael B. Lucareli
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Interim President and Chief Executive Officer
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Date of Award: |
October 2, 2020
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Number of Shares of Common Stock
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Vesting Date
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25% of the total number of shares
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October 2, 2021
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25% of the total number of shares
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October 2, 2022
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25% of the total number of shares
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October 2, 2023
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25% of the total number of shares
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October 2, 2024
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MODINE MANUFACTURING COMPANY
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By:
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/s/Michael B. Lucareli
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Michael B. Lucareli
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Interim President and Chief Executive Officer
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Date of Award: |
October 2, 2020
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Number of RSUs that Vest
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Restricted Period Expiration
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25% of the total number of RSUs
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October 2, 2021
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25% of the total number of RSUs
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October 2, 2022
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25% of the total number of RSUs
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October 2, 2023
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25% of the total number of RSUs
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October 2, 2024
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MODINE MANUFACTURING COMPANY
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By:
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/s/Michael B. Lucareli
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Michael B. Lucareli
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Interim President and Chief Executive Officer
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