Modine Manufacturing Co
2 ballot items.
Shareholders will vote on a management proposal to amend Modine Manufacturing Company's Articles of Incorporation to change the Company's name to Modexus Solutions, Inc., along with any other matters properly brought before the Special Meeting.
On the ballot2
- 1
Approval of Amendment to Change the Company’s Name to Modexus Solutions, Inc.
ManagementBoard: FORApprove an amendment to the Amended and Restated Articles of Incorporation changing the Company's legal name from Modine Manufacturing Company to Modexus Solutions, Inc. following the separation and combination of its Performance Technologies business with Gentherm Incorporated.
More detail
The proposal asks shareholders to approve an amendment to the Company's Amended and Restated Articles of Incorporation changing its legal name from Modine Manufacturing Company to Modexus Solutions, Inc. The requested amendment would restate Article I of the articles so that the corporation's name is “MODEXUS SOLUTIONS, INC.” If approved, the amendment would become effective when filed with the Wisconsin Department of Financial Institutions, and related Board-approved bylaw amendments would take effect concurrently. The immediate transaction context is the October 1, 2026 separation of Modine's Performance Technologies business and its combination with Gentherm in a Reverse Morris Trust transaction. Ownership of the Modine trademark transferred with that business, and Modine agreed to adopt a corporate legal name that does not include the Modine trademark within six months after the transaction. Management also presents the proposed name as a strategic branding choice reflecting the remaining company's focus on diversified thermal management, including data center cooling, commercial HVAC and refrigeration. The Board says the name preserves Modine's century-long heritage while emphasizing innovative, connected thermal systems and differentiating the company from the transferred Performance Technologies business. The change would not alter shareholder rights, the NYSE listing symbol MOD, or the common stock CUSIP number, and existing certificates would remain valid. The Board recommends voting FOR the proposal and retains the ability to delay or abandon the name change without another shareholder vote if it later determines that doing so is in the Company's best interests.
- 2
Other Matters Properly Brought Before the Special Meeting
ManagementConsider any other matters that are properly presented for action at the Special Meeting; the proxy holders will vote on such matters in accordance with their best judgment.
More detail
The proxy includes a standard provision covering any additional matter that may properly come before the Special Meeting. The Board states that it is not aware of any such additional matter beyond the name-change proposal. If another matter is properly presented, the persons named as proxies will vote the shares in accordance with their best judgment. This item is not a substantive proposal with a defined resolution, economic effect, or separately stated subject for shareholder consideration. It functions instead as discretionary authority for proxy holders to address unforeseen business at the meeting. The filing does not identify a shareholder proponent or provide a separate management rationale for any hypothetical matter. It also does not assign a general FOR or AGAINST recommendation because the subject of any additional matter is unknown. Accordingly, the appropriate recommendation field is none rather than an affirmative or negative voting instruction. The provision is subordinate to the requirement that any additional matter be properly brought before the Special Meeting.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,380,183 | $636M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 2,204,937 | $589M |
| 3 | Capital Research Global Investors | 2.8% | 1,483,974 | $396M |
| 4 | BlackRock, Inc. | 2.7% | 1,460,212 | $390M |
| 5 | Artisan Partners Limited Partnership | 2.2% | 1,191,876 | $318M |
| 6 | STATE STREET CORP | 2.2% | 1,169,085 | $312M |
| 7 | Invesco Ltd. | 2.2% | 1,164,286 | $311M |
| 8 | FULLER & THALER ASSET MANAGEMENT, INC. | 2.1% | 1,116,729 | $298M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.1% | 1,115,215 | $298M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,016,937 | $272M |
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Frequently asked questions
- When is the Modine Manufacturing Co 2026 special meeting?
- Modine Manufacturing Co (MOD) holds its 2026 special shareholder meeting on Friday, November 13, 2026.
- What is the record date for the Modine Manufacturing Co 2026 meeting?
- The record date for the Modine Manufacturing Co 2026 meeting is Friday, October 9, 2026. Shareholders of record on or before that date are eligible to vote.
- What proposals will shareholders vote on at the Modine Manufacturing Co 2026 meeting?
- Shareholders will vote on 2 proposals at the Modine Manufacturing Co 2026 meeting, each tagged with who proposed it and the board's recommendation.
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