---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-040631"
form_type: "8-K"
ticker: "MOD"
cik: "0000067347"
company_name: "MODINE MANUFACTURING CO"
filed_at: "2023-08-21T23:59:59+00:00"
generated_at: "2026-06-11T06:36:19.720722+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Modine shareholders approve all four proposals at 2023 annual meeting

## Summary
- Elected directors Ashleman, Williams, Wulfsohn to three-year terms with 43.9M, 34.1M, 44.0M votes for, respectively.
- Advisory say-on-pay approved 42.6M for vs 2.8M against, with 2.2M broker non-votes.
- Frequency of say-on-pay set at one year (41.4M votes); two years got 54.7K, three years 3.9M.
- Ratification of KPMG as auditor passed 47.6M for vs 72.4K against.

## SEC filing metadata
- accession: 0001140361-23-040631
- form_type: 8-K
- ticker: MOD
- cik: 0000067347
- company_name: MODINE MANUFACTURING CO
- filed_at: 2023-08-21T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/67347/000114036123040631/0001140361-23-040631-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/67347/000114036123040631/brhc20057762_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-040631
- JSON: https://secwatch.observer/filing/0001140361-23-040631.json
- Plain text: https://secwatch.observer/filing/0001140361-23-040631.txt

## Key facts
- Shareholder Votes
  MODINE MANUFACTURING CO shareholders approved Advisory vote on the frequency of shareholder advisory votes on named executive officer compensation at the 2023-08-17 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-08-17
  source text: The shareholders approved one year as the frequency of shareholder votes on named executive officer compensation. The results of the vote were as follows: One Year Two Years Three Years Abstain 41,363,806 54,747 3,889,254 104,538
  evidence_url: https://www.sec.gov/Archives/edgar/data/67347/000114036123040631/0001140361-23-040631-index.htm
- Shareholder Votes
  MODINE MANUFACTURING CO shareholders approved Election of directors at the 2023-08-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-08-17
  source text: Election of Directors On August 17, 2023, the shareholders of Modine Manufacturing Company voted to elect Eric D. Ashleman, Marsha C. Williams, and William A. Wulfsohn to serve as directors until the 2026 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 Eric D. Ashleman 43,857,211 1,531,141 23,993 2,238,118 Marsha C. Williams 34,141,165 11,242,284 28,896 2,238,118 William A. Wulfsohn 43,985,536 623,840 802,969 2,238,118
  evidence_url: https://www.sec.gov/Archives/edgar/data/67347/000114036123040631/0001140361-23-040631-index.htm
- Shareholder Votes
  MODINE MANUFACTURING CO shareholders approved Ratification of independent registered public accounting firm at the 2023-08-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-08-17
  source text: The shareholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm. The results of the vote were as follows: For Against Abstain 47,552,793 72,415 25,255
  evidence_url: https://www.sec.gov/Archives/edgar/data/67347/000114036123040631/0001140361-23-040631-index.htm
- Shareholder Votes
  MODINE MANUFACTURING CO shareholders approved Advisory vote on named executive officer compensation at the 2023-08-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-08-17
  source text: The shareholders approved the advisory vote on named executive officer compensation. The results of the vote were as follows: For Against Abstain Broker Non-Votes 42,581,516 2,796,691 34,138 2,238,118
  evidence_url: https://www.sec.gov/Archives/edgar/data/67347/000114036123040631/0001140361-23-040631-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.