Modine Manufacturing Company (MOD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 20, 2026, will be held virtually, with shareholders able to vote online or by proxy.

• Key voting items include election of three directors, advisory approval of executive compensation, and ratification of the independent auditor.

• A major pending transaction will combine the Performance Technologies business with Gentherm via a Reverse Morris Trust, expected to close by end of 2026.

• Fiscal 2026 saw record net sales of $3.2 billion, 23% growth, and significant capital deployment for Data Center expansion.

Voting matters and shareholder proposals

• Shareholders will vote on three directors for terms expiring in 2029, advisory approval of executive compensation, and ratification of KPMG as auditor.

• Shareholder proposals for the 2027 meeting must be received by March 9, 2027, for inclusion in proxy materials.

• Shareholders can nominate directors and submit proposals following specific bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of nine members post-retirement of one director, with staggered three-year terms.

• Board skills matrix emphasizes business operations, global experience, financial, and technological expertise.

• Majority of directors are independent per NYSE standards; only the CEO is not independent.

• Board committees include Audit, Human Capital and Compensation, Governance and Nominating, and Technology.

• Board Chairperson is Marsha C. Williams, exempted from retirement age due to her leadership during the pending transaction.