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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(
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(Former name or former address, if changed since last report.)
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N/A
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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•
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Michael B. Lucareli, Vice President, Finance and Chief Financial Officer, was named Interim President and Interim Chief Executive Officer, effective as of August 4, 2020. Mr. Lucareli will also retain his current position as Vice
President, Finance and Chief Financial Officer of the Company. In connection with his appointment, the Board approved an increase in Mr. Lucareli’s annual base salary to $650,000 and in his target annual bonus to 100% of his annual base
salary. There are no arrangements or understandings pursuant to which Mr. Lucareli was appointed Interim President and Interim Chief Executive Officer, and Mr. Lucareli has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Lucareli, 51, was named Vice President, Finance, and Chief Financial Officer on July 12, 2010. He leads Modine’s global finance, information technology and corporate strategy functions. Mr. Lucareli joined Modine in August 1999 and
has held a variety of leadership roles, including Manager, Business Development and Investor Relations; Director, Financial Operations and Analysis; Managing Director, Financial Operations; and Vice President, Corporate Treasurer. Before
joining Modine, Mr. Lucareli was Director of Research at Alpha Investments Group and a securities analyst and portfolio manager at Associated Investment Management Group. Mr. Lucareli earned a bachelor’s degree in economics from the
University of Wisconsin – Madison and a Master of Business Administration (MBA) from Loyola University in Chicago. He also holds a Chartered Financial Analyst (CFA) designation.
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•
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Thomas A. Burke, President and Chief Executive Officer, will step down as Chief Executive Officer and President and resign from the Board, effective August 4, 2020, and will leave the Company on August 28, 2020. The Company has
determined that Mr. Burke will be eligible to receive severance payments and benefits in accordance with the non-cause termination provisions of his existing employment agreement, which is memorialized in a Transition and Separation
Agreement and will be subject to his timely execution and non-revocation of a general release of claims against the Company. As part of the Transition and Separation Agreement, Mr. Burke’s noncompetition obligations will extend for one year
(rather than three years) after his employment termination.
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Name and Principal Position
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Non-
Equity Incentive
Plan Compensation
($) |
Total
($) |
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Thomas A. Burke
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$
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214,500
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$
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4,063,350
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President and Chief Executive Officer
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Item 7.01.
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Press Release issued August 4, 2020.
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Modine Manufacturing Company | |
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By: /s/ Sylvia A. Stein | |
| Sylvia A. Stein Vice President, General Counsel and Corporate Secretary |
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| Date: August 4, 2020 | ||