Modine Manufacturing Co

1. 1

   Election of the Company‑nominated slate of three directors for terms expiring in 2029

   ManagementBoard: FOR

   Vote to elect three board‑nominated director nominees — Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams — each to serve until the 2029 Annual Meeting of Shareholders.

2. 2

   Advisory approval of the Company’s named executive officer compensation (Say-on-Pay

   ManagementBoard: FOR

   Non‑binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative.

   More detail

   This advisory 'Say-on-Pay' proposal asks shareholders to approve, on a non‑binding basis, the Company’s executive compensation program as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its compensation design, which emphasizes pay-for-performance through a mix of base salary, an annual Management Incentive Plan (MIP) tied to Adjusted EBITDA Margin and Adjusted EBITDA Growth, and a Long‑Term Incentive Plan (LTIP) composed primarily of performance shares weighted to Cash Flow ROI and multi‑year Adjusted EBITDA growth. The proxy discloses that the HCC Committee benchmarks pay to a defined peer group, sets rigorous threshold-to-maximum payout ranges (25%–250% of target), and made FY26 decisions recognizing strategic investments, acquisitions, and a pending Transaction with Gentherm. Management highlights strong FY26 operational results (record net sales, adjusted EBITDA growth, and segment performance) as context for realized payouts and argues that realized compensation reflects both annual and multi‑year performance outcomes. The Board’s recommendation to vote FOR is supported by disclosure that prior shareholder advisory votes showed strong support (over 96% in 2025) and by the committee’s view that incentives align with long‑term shareholder value, retention needs during the pending Transaction, and sound governance practices (clawback policies, share‑ownership guidelines, independent advisor input). Counterarguments implicit in the record include the non‑binding nature of the vote and potential shareholder concerns about pay levels, pension termination charges, and large equity grants to executives in a year of significant strategic change; however, management attempts to address these by detailing metric rigor, benchmarking, and specific transaction‑related equity treatments (e.g., conversion/adjustment for employees moving to Gentherm). For an analyst evaluating the merits, the proposal raises standard governance questions: whether pay outcomes were the product of sustainable operational improvements vs. one‑time accounting/transaction effects; whether performance metrics and comparators remain appropriate post‑Transaction; and whether retention and 'make‑whole' awards (e.g., for newly hired segment leaders) are justified given expected benefits to shareholders. Overall, management frames the program as appropriately calibrated to drive alignment with shareholders while retaining leadership through a complex portfolio realignment, and recommends a FOR vote on that basis.

3. 3

   Ratification of the appointment of the Company’s independent registered public accounting firm

   ManagementBoard: FOR

   Vote to ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

4. 4

   Consideration of any other matters properly brought before the shareholders at the meeting

   Management

   A procedural item allowing shareholders to consider and vote on any other matters that are properly presented at the Annual Meeting.

   More detail

   This catch‑all proposal provides that shareholders will consider any other matters properly presented at the meeting beyond the three explicitly listed items. It is a procedural placeholder rather than a substantive proposal and does not identify specific resolutions, proponent(s), or voting outcomes in the proxy. Because it is general, the Board offers no specific recommendation; as a practical matter, the proxies named in the solicitation are authorized to vote on unexpected matters in accordance with their best judgment unless shareholders give contrary instructions. For analysts, the presence of this item signals that the company remains open to late‑breaking proposals or routine procedural votes but does not itself provide grounds for material governance changes. Any such additional matter would be analyzed on its specific merits, including proponent identity, supporting rationale, and company opposition if any. If a shareholder proposal were properly submitted prior to the meeting and included in the proxy materials, it would have its own disclosure and arguments; here no such shareholder proposals are described. The voting impact of this item is typically minimal when no additional matters are presented, but it can be important in contested situations or where shareholders raise new business at the meeting. The company’s virtual meeting procedures and proxy mechanics (e.g., broker non‑vote treatment, quorum requirements) will govern how any unexpected matters are presented and decided.

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When is the Modine Manufacturing Co 2026 annual meeting?

Modine Manufacturing Co (MOD) holds its 2026 annual shareholder meeting on Thursday, August 20, 2026.

What is the record date for the Modine Manufacturing Co 2026 meeting?

The record date for the Modine Manufacturing Co 2026 meeting is Monday, June 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Modine Manufacturing Co's 2026 meeting?

The board is presenting 3 director nominees at the Modine Manufacturing Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Modine Manufacturing Co 2026 meeting?

Shareholders will vote on 4 proposals at the Modine Manufacturing Co 2026 meeting, each tagged with who proposed it and the board's recommendation.