01/25/2023 | Press release | Distributed by Public on 01/25/2023 12:21
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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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))
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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 |
New York Stock Exchange |
Item 5.03 |
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
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address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
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require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board;
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enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business, and other persons related to a shareholder's solicitation of proxies, such as additional information about the ownership of securities of the Company;
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provide that the indemnification rights contained in the Amended and Restated Bylaws are contract rights between the Company, on the one hand, and, on the other hand, each applicable individual who serves or has served as a director or officer of the Company; and
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adopt an exclusive forum provision designating (i) the Circuit Court for Racine County, Wisconsin or U.S. District Court for the Eastern District of Wisconsin - Milwaukee Division as the exclusive forum for certain legal actions involving the Company unless the Company selects or consents to the selection of an alternative forum and (ii) U.S. federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended, and enabling the Company to initiate an action against a shareholder to enforce the exclusive forum requirements should the shareholder sue, or threaten to sue, in another jurisdiction.
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Item 9.01
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Financial Statements and Exhibits
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(d) |
Exhibits |
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The following exhibits are being furnished herewith: |
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3.1 |
Amended and Restated Bylaws of Modine Manufacturing Company, effective as of January 19, 2023 |
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Modine Manufacturing Company
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By:
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/s/ Sylvia A. Stein |
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Sylvia A. Stein
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Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
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Date: January 25, 2023
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