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MODINE MANUFACTURING CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

July 18, 2014



Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Shareholders (the "Annual Meeting") of Modine Manufacturing Company (the "Company") held on July 17, 2014, the Company's shareholders approved the amendment and restatement of the Company's 2008 Incentive Compensation Plan. The terms of the Amended and Restated 2008 Incentive Compensation plan were described under Item 2 of the Company's Proxy Statement relating to the Annual Meeting, which was filed on Schedule 14A on June 17, 2014. A copy of the Amended and Restated 2008 Incentive Compensation Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting held on July 17, 2014, the shareholders of Modine Manufacturing Company voted as follows:

Election of Directors

To elect David J. Anderson, Larry O. Moore and Marsha C. Williams to serve as directors until the 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The results of the vote were as follows:

Director For Against Abstain Broker Non-Votes



David J. Anderson 39,318,150 178,119 103,555 4,314,015 Larry O. Moore 39,283,509 216,408 99,907 4,314,015 Marsha C. Williams 38,761,948 740,379 97,497 4,314,015

Amendment and Restatement of 2008 Incentive Compensation Plan

To approve the amendment and restatement of the 2008 Incentive Compensation Plan. The results of the vote were as follows:

For Against Abstain Broker Non-Votes 34,437,768 2,086,362 3,075,694 4,314,015



Approval of Advisory Vote on Named Executive Officer Compensation (Say on Pay)

To approve the advisory vote on named executive officer compensation. The results of the vote were as follows:

For Against Abstain Broker Non-Votes 33,738,241 2,747,239 3,114,344 4,314,015



Ratification of Independent Registered Public Accounting Firm

To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. The results of the vote were as follows:

For Against Abstain 42,942,430 947,080 24,329 1 --------------------------------------------------------------------------------



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No. Exhibit Description

10.1 Amended and Restated 2008 Incentive Compensation Plan

2



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Source: Edgar Glimpses


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