Modine Manufacturing Company

01/25/2023 | Press release | Distributed by Public on 01/25/2023 12:21

Certificate of Incorporation/Bylaws - Form 8-K

Washington, DC 20549


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2023

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

(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin
(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.)


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
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 5.03

On January 19, 2023, the Board of Directors (the "Board") of Modine Manufacturing Company (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:

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;

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;

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;

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

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.

The Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.1, which is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished herewith:

3.1 Amended and Restated Bylaws of Modine Manufacturing Company, effective as of January 19, 2023


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

/s/ Sylvia A. Stein

Sylvia A. Stein

Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

Date: January 25, 2023