MOD Modine Manufacturing Co

Effective October 24, 2019, the Board of Directors (the “Board”) of Modine Manufacturing Company (the “Company”) approved and adopted amendments to the existing Bylaws of the Company (as so amended, the “Bylaws”).

The amendments revise the deadline in the Bylaws for advance notice of business and nominations for an annual meeting of shareholders to generally not later than the close of business 90 days nor earlier than the close of business 120 days prior to the one-year anniversary of the preceding year’s annual meeting.  As a result of the amendments, for consideration at the 2020 Annual Meeting of Shareholders, director nominations or the presentation of other business must be received by the Secretary of the Company no earlier than March 27, 2020 and no later than April 26, 2020.  In addition, the amendments revise the deadline in the Bylaws for advance notice of director nominations for a special meeting of shareholders where directors will be elected to generally not earlier than the close of business 120 days prior to such special meeting and not later than the close of business 90 days prior to such special meeting, or, if later, the tenth day following public disclosure of the special meeting.

The amendments also revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder (i) proposing business or nominating directors or (ii) demanding a record date to request a special meeting to provide additional information about the stockholder’s ownership of securities in the Company (including ownership of derivative securities) and material litigation, relationships and interests in material agreements with or involving the Company.  Further, the Bylaws require the stockholder to provide additional information regarding any candidate the stockholder proposes to nominate for election as a director, including all information with respect to such nominee that would be required to be set forth in a stockholder’s notice if such nominee were a stockholder delivering such notice and a description of any direct or indirect material interest in any material contract or agreement between or among the nominating stockholder and each nominee or his or her respective associates.  The Bylaws also require the stockholder to provide information regarding the proposed business and any related agreements between the stockholder and any other beneficial holder.

The amendments also prohibit shareholders from submitting more nominees than the number of directors up for election at the applicable meeting and include certain technical, conforming, modernizing and clarifying changes to the Bylaws.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.