Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
ISSUER PURCHASES OF EQUITY SECURITIES
The following describes the Company’s purchases of common stock during the first quarter of fiscal 2023:
Period
Total Number of Shares Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number (or
Approximate Dollar
Value) of Shares
that May Yet Be Purchased
Under the Plans or Programs (a)
April 1 – April 30, 2022
_______
_______
_______
$50,000,000
May 1 – May 31, 2022
30,849 (b)
$10.54
_______
$50,000,000
June 1 – June 30, 2022
126,968 (b) (c)
$11.22
100,000
$48,894,053
Total
157,817 (b) (c)
$11.08
100,000
(a)
Effective November 5, 2020, the Board of Directors approved a two-year, $50.0 million share repurchase program. This program allows the Company to repurchase Modine common stock at such times and prices deemed appropriate by the
authorized officers of the Company.
(b)
Includes shares delivered back to the Company by employees and/or directors to satisfy tax withholding obligations that arise upon the vesting of stock awards. The Company, pursuant to its equity compensation plans, gives participants
the opportunity to turn back to the Company the number of shares from the award sufficient to satisfy tax withholding obligations that arise upon the termination of restrictions. These shares are held as treasury shares.
(c)
Includes shares acquired pursuant to the repurchase program described in (a) above.
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Item 6.
Exhibits.
(a)
Exhibits :
Exhibit No.
Description
Incorporated Herein By
Reference To
Filed
Herewith
10.1
Form of Fiscal 2023 Modine Performance Cash Award Agreement.
X
10.2
Form of Fiscal 2023 Modine Incentive Stock Option Award Agreement.
X
10.3
Form of Fiscal 2023 Modine Non-Qualified Stock Option Award Agreement.
X
10.4
Form of Fiscal 2023 Modine Restricted Stock Unit Award Agreement.
X
10.5
Amended and Restated 2020 Incentive Compensation Plan.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022
10.6
Form of Fiscal 2023 Modine Non-Employee Director Deferred Restricted Stock Unit Award Agreement.
X
10.7
Form of Fiscal 2023 Modine Non-Employee Director Restricted Stock Unit Award Agreement.
X
31.1
Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer.
X
31.2
Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
X
32.1
Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer.
X
32.2
Section 1350 Certification of Michael B. Lucareli, Executive Vice President, 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
10.1.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
10.1.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
X
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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, Executive Vice President, Chief Financial Officer*
Date: August 4, 2022
*
Executing as both the principal financial officer and a duly authorized officer of the Company
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