Form 8-K - Current report

0000067347false00000673472024-10-012024-10-01

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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): October 1, 2024

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)

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

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Registrant’s telephone number, including area code:		[phone]
(Former name or former address, if changed since last report.)		N/A

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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:

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

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

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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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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:

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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

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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).

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Emerging growth company ☐

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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. ☐

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Information to be Included in the Report

Item 5.02Departure 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 October 1, 2024, the Company’s Board of Directors appointed Gary Mark (“Mark”) Bendza Jr., the Chief Financial Officer at Telos Corporation (Nasdaq: TLS), as a director.

Mr. Bendza was appointed to the class of directors with terms ending in 2025. His term commenced immediately and will continue until his successor is duly elected or until his earlier death, resignation or removal. Additionally, Mr. Bendza has been named to the Audit Committee.

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Item 8.01Other Events.

On October 1, 2024, the Company issued a press release announcing Mr. Bendza’s appointment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are being furnished herewith:

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99.1		Press Release issued October 1, 2024.
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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/ Erin J. Roth
		Erin J. Roth
		Vice President, General Counsel and Chief Compliance Officer
Date:  October 1, 2024

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Exhibit 99.1

Mark Bendza Joins Modine Board of Directors

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RACINE, Wis., Oct. 1, 2024 /PRNewswire/ -- Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that Mark Bendza will join the company’s Board of Directors effective immediately. Mr. Bendza currently serves as Chief Financial Officer at Telos Corporation, a leading provider of cyber, cloud, and enterprise security solutions for the world’s most security-conscious organizations. Prior to joining Telos Corporation as CFO in 2021, he served as the head of investor relations for Honeywell International. Prior to that, he held executive roles in finance and international business at Northrop Grumman Corporation and investment banking roles with global investment banks in the United States and overseas.

“We are very pleased to welcome Mark to the Modine Board,” said Marsha Williams, Chairperson, Modine Board of Directors. “Mark’s extensive experience serving as a strategic financial leader with publicly traded companies in the technology and manufacturing sectors, both in the United States as well as internationally, will be valuable as we continue to advance our transformation at Modine.”

Mr. Bendza holds an MBA in Finance and Economics from Columbia Business School, a Bachelor of Arts in Government from Wesleyan University, and is an executive member of the Latino Corporate Directors Association. Mr. Bendza will serve on the Audit Committee and will stand for election at Modine’s 2025 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 (U.S.), with operations in North America, South America, Europe and Asia. For more information about Modine, visit www.modine.com.

Investor Contact
Kathleen Powers
[phone]
[e-mail]

Media Contact: [e-mail]

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Document and Entity Information	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-01373
Entity Registrant Name	Modine Manufacturing Company
Entity Central Index Key	0000067347
Entity Incorporation, State or Country Code	WI
Entity Tax Identification Number	39-0482000
Entity Address, Address Line One	1500 DeKoven Avenue
Entity Address, City or Town	Racine
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53403
City Area Code	262
Local Phone Number	636-1200
Title of 12(b) Security	Common Stock, $0.625 par value
Trading Symbol	MOD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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