MODINE MANUFACTURING CO 10-Q

Item 4. Controls and Procedures. Evaluation Regarding Disclosure Controls and Procedures As of the end of the period covered by this quarterly report on Form 10-Q, management of the Company, under the supervision, and with the participation, of the Company’s Interim President and CEO and Vice President, Finance and Chief Financial Officer (“CFO”) , evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Interim President and CEO and Vice President, Finance and CFO has concluded that the design and operation of the Company’s disclosure controls and procedures were effective, at a reasonable assurance level, as of September 30, 2020. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the second quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 34 Table of Contents PART II. OTHER INFORMATION Item 6. Exhibits. (a) Exhibits : Exhibit No. Description Incorporated Herein By Reference To Filed Herewith 10.1 Form of Retention Letter, effective August 31, 2020, between the Company and each of Michael B. Lucareli, Scott L. Bowser and Sylvia A. Stein Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020 10.2 Form of Fiscal 2021 Modine Performance Cash Award Agreement Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated September 30, 2020 (“September 30, 2020 8-K”) 10.3 Form of Fiscal 2021 Modine Incentive Stock Option Award Agreement Exhibit 10.2 to September 30, 2020 8-K 10.4 Form of Fiscal 2021 Modine Non-Qualified Stock Option Award Agreement Exhibit 10.3 to September 30, 2020 8-K 10.5 Form of Fiscal 2021 Modine Restricted Stock Unit Award Agreement Exhibit 10.4 to September 30, 2020 8-K 10.6 Transition and Separation Agreement between Thomas A. Burke and Modine Manufacturing Company effective as of August 4, 2020 X 31.1 Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer. X 32.1 Section 1350 Certification of Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer. X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 35 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODINE MANUFACTURING COMPANY (Registrant) By: /s/ Michael B. Lucareli Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer* Date: November 6, 2020 * Executing as both the principal financial officer and a duly authorized officer of the Company 36