form8k.htm
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):

July 19, 2012

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

Wisconsin
1-1373
39-0482000
State or other jurisdiction of incorporation
Commission File Number
I.R.S. Employer Identification Number
 
1500 DeKoven Avenue, Racine, Wisconsin
53403
Address of principal executive offices
Zip Code
 
Registrant’s telephone number, including area code:
(262) 636-1200

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
 
  
INFORMATION TO BE INCLUDED IN THE REPORT
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
Election of Directors

On July 19, 2012, the shareholders of Modine Manufacturing Company voted to elect Suresh V. Garimella and Christopher W. Patterson to serve as directors until the 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified.  The results of the vote were as follows:

Director
For
Against
Abstain
Broker Non-Votes
Suresh V. Garimella
37,052,765
522,724
235,266
6,092,276
Christopher W. Patterson
29,116,116
8,454,275
240,364
6,092,276

Approval of Advisory Vote on Executive Compensation (Say on Pay)

The shareholders approved the advisory vote on executive compensation.  The results of the vote were as follows:

For
Against
Abstain
Broker Non-Votes
31,607,775
1,889,669
4,313,311
6,092,276

Ratification of Independent Registered Public Accounting Firm

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.  The results of the vote were as follows:

For
Against
Abstain
42,102,648
1,611,568
188,815

SIGNATURE

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/ Thomas A. Burke
 
Thomas A. Burke
 
President and Chief Executive Officer
   
 
By: /s/ Margaret C. Kelsey
 
Margaret C. Kelsey
 
Vice President, General Counsel and Secretary
 
Date: July 20, 2012
 
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