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 17, 2014
 
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
 
(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 (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Shareholders (the “Annual Meeting”) of Modine Manufacturing Company (the “Company”) held on July 17, 2014, the Company’s shareholders approved the amendment and restatement of the Company’s 2008 Incentive Compensation Plan.  The terms of the Amended and Restated 2008 Incentive Compensation plan were described under Item 2 of the Company’s Proxy Statement relating to the Annual Meeting, which was filed on Schedule 14A on June 17, 2014.  A copy of the Amended and Restated 2008 Incentive Compensation Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting held on July 17, 2014, the shareholders of Modine Manufacturing Company voted as follows:

Election of Directors

To elect David J. Anderson, Larry O. Moore and Marsha C. Williams to serve as directors until the 2017 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
David J. Anderson
39,318,150
178,119
103,555
4,314,015
Larry O. Moore
39,283,509
216,408
99,907
4,314,015
Marsha C. Williams
38,761,948
740,379
97,497
4,314,015

Amendment and Restatement of 2008 Incentive Compensation Plan

To approve the amendment and restatement of the 2008 Incentive Compensation Plan.  The results of the vote were as follows:

For
Against
Abstain
Broker Non-Votes
34,437,768
2,086,362
3,075,694
4,314,015

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

To approve the advisory vote on named executive officer compensation.  The results of the vote were as follows:

For
Against
Abstain
Broker Non-Votes
33,738,241
2,747,239
3,114,344
4,314,015

Ratification of Independent Registered Public Accounting Firm

To ratify 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
42,942,430
947,080
24,329

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Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.
 
Exhibit No. Exhibit Description
 
10.1 Amended and Restated 2008 Incentive Compensation Plan

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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/ Margaret C. Kelsey
 
Margaret C. Kelsey
Vice President, Legal and Corporate Communications,
General Counsel and Secretary

Date: July 18, 2014
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Exhibit Index
 
Exhibit No.
Exhibit Description
 
 
Amended and Restated 2008 Incentive Compensation Plan
 
 
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