Other Information.
−Removed: On January 19, 2023, the Board of Directors of the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
−Removed: Among other things, the amendments
−Removed: effected by the Amended and Restated Bylaws:
−Removed: (1) address the universal proxy rules adopted by the U.S.
−Removed: Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s
−Removed: nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
−Removed: (2) require that a shareholder directly or indirectly soliciting proxies from
−Removed: other shareholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board;
−Removed: (3) enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions
−Removed: of proposals regarding other business at shareholder meetings, including requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business, and other persons related to a shareholder’s
−Removed: solicitation of proxies, such as additional information about the ownership of securities of the Company.
−Removed: The preceding summary of the amendments to the Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Amended and Restated Bylaws filed
−Removed: herewith as Exhibits 3.1 (clean) and 3.2 (marked).
−Removed: (a) Exhibits :
−Removed: Incorporated Herein By
−Removed: Bylaws of Modine Manufacturing Company, as amended, effective January 19, 2023.
−Removed: Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated January 19, 2023
−Removed: Bylaws of Modine Manufacturing Company as amended, effective January 19, 2023 (marked version).
−Removed: Fourth Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 21, 2022.
+Added: During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Incorporated Herein
+Added: Form of Fiscal 2024 Performance Stock Award Agreement.
+Added: Form of Fiscal 2024 Restricted Stock Unit Award Agreement.
+Added: Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.
+Added: Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.
Rule 13a-14(a)/15d-14(a) Certification of Neil D.
17 unchanged sentences
Lucareli, Executive Vice President, Chief Financial Officer*
−Removed: February 2, 2023
+Added: August 3, 2023
Executing as both the principal financial officer and a duly authorized officer of the Company
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.