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Item 9A. Controls and Procedures

2021-05-27 compared with 2020-05-29 · 96 added, 64 removed, 148 unchanged (52% of the section changed)

1 unchanged sentence

Conclusion Regarding Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, at the direction of the General Counsel and under the supervision, and with the participation, of the Company's President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures, at a reasonable assurance level, as defined in the Securities Exchange Act Rules 13a-15(e) and 15d-15(e).

Based upon that evaluation, the President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective, at a reasonable assurance level, as of March 31, 2020.

As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, under the supervision, and with the participation, of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in the Securities Exchange Act Rules 13a-15(e) and 15d-15(e).

Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective, at a reasonable assurance level, as of March 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer, and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of the Company’s President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2020.

Management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2021.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “ Internal Control—Integrated Framework (2013).

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Board Committee Charters

The Board of Directors has approved charters for its Audit Committee, Officer Nomination and Compensation Committee, Corporate Governance and Nominating Committee and Technology Committee.

The Board of Directors has approved charters for its Audit Committee, Human Capital and Compensation Committee, Corporate Governance and Nominating Committee and Technology Committee.

These charters are included on the Company’s website, www.modine.com (Investors link).

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EXECUTIVE COMPENSATION .

The information appearing in the 2020 Annual Meeting Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation of Directors,” “Committees of the Board of Directors – Officer Nomination and Compensation Committee:

The information appearing in the 2021 Annual Meeting Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation of Directors,” “Committees of the Board of Directors – Human Capital and Compensation Committee:

Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .

The Company incorporates by reference the information relating to stock ownership under the caption “Security Ownership of Certain Beneficial Owners and Management,” and under the caption “Equity Compensation Plan Information,” in the 2020 Annual Meeting Proxy Statement.

Other than the information below, the information required by this Item 12 is incorporated by reference to the section under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2021 Annual Meeting Proxy Statement.

Each of the Company’s equity compensation plans, listed below, has been approved by its shareholders:

Amended and Restated 2008 Incentive Compensation Plan;

2017 Incentive Compensation Plan;

2020 Incentive Compensation Plan.

The following table sets forth required information about equity compensation plans as of March 31, 2021:

Plan Category

Number of shares

to be issued upon

options, warrants

or rights (a)

Weighted-average

exercise price of

options, warrants

and rights (b)

Number of shares

remaining available for

future issuance

(excluding securities

reflected in 1st column)

Equity Compensation Plans approved by security holders

Equity Compensation Plans not approved by security holders

Includes shares issuable under the following type of awards:

options – 1,050,191 shares;

restricted stock units – 904,980 shares;

and performance stock assuming Target performance – 220,680 shares, regardless of any potential actual payout.

The number of shares subject to options were granted under the following plans:

2008 Incentive Plan – 389,687 shares, 2017 Incentive Plan – 302,421 shares, 2020 Incentive Plan – 358,083 shares.

Shares issuable under performance stock awards and restricted stock unit awards were granted under the following plans:

2008 Incentive Plan – 22,247 shares, 2017 Incentive Plan – 504,801 shares, 2020 Incentive Plan – 598,612 shares.

The weighted average exercise price does not take into account awards of restricted stock units or performance stock which do not have an exercise price.

Includes the number of shares remaining available for future issuance under the 2020 Incentive Compensation Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

Documents Filed .

(a) Documents Filed .

The following documents are filed as part of this Report:

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FORM 10-K SUMMARY .

MODINE MANUFACTURING COMPANY AND SUBSIDIARIES

(A Wisconsin Corporation)

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

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(In millions)

Other Accounts

Balance at End

End of Period

Valuation Allowance for Deferred Tax Assets

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Foreign currency translation and other adjustments.

The fiscal 2018 amounts also included increases associated with the Company’s acquisition of Luvata HTS.

MODINE MANUFACTURING COMPANY

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Referenced To

Securities and Asset Purchase Agreement, dated as of November 2, 2020, by and between the Company and Dana Incorporated.

Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated November 2, 2020

Amended and Restated Articles of Incorporation, as amended.

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Bylaws, as amended.

Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated October 24, 2019

Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated June 17, 2020

Form of Stock Certificate of the Registrant.

2 unchanged sentences

See Exhibit 3.1 hereto.

Note Purchase and Private Shelf Agreement (the “Original Note Purchase Agreement”) dated as of August 12, 2010 among the Registrant and the Series A Purchasers named therein of $125,000,000 6.83% Secured Senior Notes, Series A, due August 12, 2020 and $25,000,000 Private Shelf Facility and each Prudential Affiliate (as defined therein) that may become bound by certain provisions thereof.

Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated August 12, 2010 (“August 12, 2010 8-K”)

Amended and Restated Collateral Agency Intercreditor Agreement (the “Original Intercreditor Agreement”) dated as of August 12, 2010 among the Lenders (as defined therein), the Noteholders (as defined therein) and JPMorgan Chase Bank, N.A.

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Exhibit 4.3 to August 12, 2010 8-K

First Amendment to Note Purchase and Private Shelf Agreement and Waiver dated as of March 15, 2012, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively the “Noteholders”) pursuant to which the Company and the Noteholders amended the Original Note Purchase Agreement.

Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated March 15, 2012

Second Amendment to Note Purchase and Private Shelf Agreement dated as of April 20, 2012, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively the “Noteholders”) pursuant to which the Company and the Noteholders amended the Original Note Purchase Agreement, as amended.

Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated April 20, 2012

Third Amendment to Note Purchase and Private Shelf Agreement dated as of August 6, 2012, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively the “Noteholders”) pursuant to which the Company and the Noteholders amended the Original Note Purchase Agreement, as amended.

Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated August 6, 2012

Second Amended and Restated Credit Agreement dated as of August 30, 2013, with JPMorgan Chase Bank, N.A., as Administrative Agent, LC Issuer, Swing Line Lender and as a Lender, and U.S.

and Wells Fargo Bank, N.A.

as Syndication Agents and as Lenders, BMO Harris Bank N.A., as Documentation Agent and as Lender and Associated Bank, N.A., Comerica Bank and Sovereign Bank as Lenders

Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated August 30, 2013 (“August 30, 2013 8-K”)

Fourth Amendment to Note Purchase and Private Shelf Agreement (the “Fourth Note Purchase Amendment”) dated as of August 30, 2013, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively the “Note Holders”) pursuant to which the Company and the Note Holders amended the Original Note Purchase Agreement, as amended.

Exhibit 4.2 to August 30, 2013 8-K

First Amendment to the Original Intercreditor Agreement, among the Lenders, the Note Holders and JPMorgan as Collateral Agent, pursuant to which the Lenders, the Note Holders and JPMorgan amended the Original Intercreditor Agreement.

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Exhibit 4.10 to Registrant’s Form 10-K for the fiscal year ended March 31, 2012

Third Amended and Restated Credit Agreement dated as of November 15, 2016.

Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated November 15, 2016 (“November 15, 2016 8-K”)

Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 15, 2016.

Exhibit 4.2 to November 15, 2016

Description of Registrant’s securities

Exhibit 4.14 to Registrant’s Form 10-K for fiscal year ended March 31, 2020

Fourth Amended and Restated Credit Agreement dated as of June 28, 2019.

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Exhibit 4.2 to Registrant’s Form 10-Q for the third quarter ended December 31, 2019

First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 19, 2020

Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 19, 2020 (“May 19, 2020 8-K”)

Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020

Exhibit 4.2 to May 19, 2020 8-K

Amendment No.

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Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 18, 2021 (“May 18, 2021 8-K”)

Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020

Third Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 18, 2021

Exhibit 4.2 to May 18, 2021 8-K

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Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 1, 2008

Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and officers other than Thomas A.

Exhibit 10(f) to Registrant’s Form 10-K for the year ended March 31, 2004

Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and officers other than Neil Brinker.

Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2004

Executive Supplemental Retirement Plan (as amended).

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Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 17, 2014

Form of Fiscal 2020 Performance Stock Award Agreement.

Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended June 30, 2019

Form of Fiscal 2021 Performance Cash Award Agreement.

Exhibit 10.1 to Registrant’s Form 8-K dated September 30, 2020 (“September 30, 2020 8-K”)

Form of Fiscal 2021 Incentive Stock Option Award Agreement.

Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended June 30, 2019

Form of Fiscal 2020 Restricted Stock Unit Award Agreement.

Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended June 30, 2019

Exhibit 10.2 to September 30, 2020 8-K

Form of Fiscal 2021 Non-Qualified Stock Option Award Agreement.

Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended June 30, 2019

Exhibit 10.3 to September 30, 2020 8-K

Form of Fiscal 2021 Restricted Stock Unit Award Agreement.

Exhibit 10.4 to September 30, 2020 8-K

Amendment No.

1 to Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and Officers other than Thomas A.

1 to Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and Officers other than Neil Brinker.

Exhibit 10.17 to Registrant’s Form 10-K for the fiscal year ended March 31, 2011

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Form of Fiscal 2021 Non-Employee Director Restricted Stock Unit Award.

Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended September 30, 2019

Separation Letter for Dennis P.

Appel dated as of September 26, 2019.

Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended December 31, 2019

Release Agreement executed as of October 17, 2019, between Modine Manufacturing Company and Dennis P.

Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended December 31, 2019

Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated July 23, 2020 (“July 23, 2020 8-K”)

Transition and Separation Agreement between Thomas A.

Burke and Modine Manufacturing Company effective as of August 4, 2020.

Exhibit 10.6 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2020

[Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Neil Brinker.

Exhibit 10.1 to the Registrant’s Form 10-Q for the third quarter ended December 31, 2020 (“December 31, 2020 10-Q”)

Employment Retention Agreement for Scott Wollenberg, dated as of July 26, 2019.

Exhibit 10.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2019

Exhibit 10.5 to the Registrant’s Form 10-Q for the first quarter ended June 30, 2019

Form of Make-Whole RSU Award Agreement with Neil Brinker.

Exhibit 10.2 to December 31, 2020 10-Q

Form of Make-Whole Performance Cash Award Agreement with Neil Brinker.

Exhibit 10.3 to December 31, 2020 10-Q

2020 Incentive Compensation Plan.

Exhibit 10.1 to July 23, 2020 8-K

Separation Letter Agreement between the Company and Scott L.

Bowser, effective as of March 16, 2021.

Form of Retention Letter, effective August 31, 2020, between the Company and each of Michael B.

Lucareli, Scott L.

Bowser and Sylvia A.

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020

List of subsidiaries of the Registrant.

Consent of independent registered public accounting firm.

Rule 13a-14(a)/15d-14(a) Certification of Thomas A.

Burke, President and Chief Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification of Neil D.

Brinker, President and Chief Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification of Michael B.

Lucareli, Vice President, Finance and Chief Financial Officer.

Section 1350 Certification of Thomas A.

Burke, President and Chief Executive Officer.

Lucareli, Executive Vice President, Chief Financial Officer.

Section 1350 Certification of Neil D.

Brinker, President and Chief Executive Officer.

Section 1350 Certification of Michael B.

Lucareli, Vice President, Finance and Chief Financial Officer.

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Lucareli, Executive Vice President, Chief Financial Officer.

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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K because they are not material and would likely cause competitive harm to the Company if publicly disclosed.

** Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has omitted certain agreements with respect to long-term debt not exceeding 10% of consolidated total assets.

The Registrant agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.

*** Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.

Pursuant to the requirements of Section 13 or 15(d) 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

/s/ Thomas A.

Burke, President

Brinker, President

and Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Thomas A.

President, Chief Executive Officer and Director

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/s/ Michael B.

Vice President, Finance and Chief Financial Officer

Executive Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Marsha C.

Chairperson, Board of Directors

/s/ Charles P.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures