Modine Manufacturing Company (MOD) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026, at 8:00 a.m. Central Time, held virtually; record date Oct. 9, 2026.

• Proposal would amend the articles of incorporation to adopt the name Modexus Solutions, Inc., following the Oct. 1, 2026 separation of Performance Technologies and its combination with Gentherm.

• The proposed name reflects a diversified thermal management focus, including data center cooling, commercial HVAC and refrigeration, while carrying forward a century-long heritage.

Voting matters and shareholder proposals

• Shareholders will vote on the corporate name change; the Board recommends FOR, and undirected proxies will be voted FOR.

• Approval requires two-thirds of all votes entitled to be cast; abstentions and shares not voted have the same effect as votes against.

• Uninstructed street-name shares may be voted by brokers because the proposal is routine under NYSE rules; no broker non-votes are expected.

• Proposals for inclusion in the 2027 annual meeting proxy materials are due by Mar. 9, 2027; other proposals and director nominations are due Apr. 22–May 22, 2027.

Board of directors and corporate governance

• The Board approved the proposed amendment and selected the new name after considering alternatives; it may delay or abandon the change without another shareholder vote if deemed in shareholders’ best interests.

• Bylaw amendments previously approved by the Board to reflect the name change will take effect concurrently with the articles amendment, contingent on shareholder approval.