What changed in this filing

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Item 9A. Controls and Procedures

2024-05-22 compared with 2023-05-25 · 96 added, 52 removed, 211 unchanged (41% of the section changed)

CONTROLS AND PROCEDURES .

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, 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, 2023.

Disclosure controls and procedures

As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the

oversight of the Audit Committee of the Board of Directors, evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

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 not

effective as of March 31, 2024 due to the material weakness in internal control over financial reporting described in “Management’s report on internal control over financial reporting” below.

In light of the material weakness, management performed additional analysis and other post-closing procedures to ensure the Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles.

Management, including the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, has concluded that the consolidated financial statements for the periods covered by and included in this Annual Report on Form

10-K are fairly presented in all material respects in accordance with accounting principles generally accepted in the United States of America.

The Company acquired Scott Springfield Mfg.

on March 1, 2024.

SEC guidance permits companies to exclude acquisitions from their assessment of internal control over financial reporting during the year of acquisition.

The Company excluded

Scott Springfield Mfg.

from its March 31, 2024 assessment of internal control over financial reporting.

The Company included total assets of $228 million and net sales of $8 million attributable to Scott Springfield Mfg.

consolidated financial statements for the year ended March 31, 2024.

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 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;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of the Company’s assets that could have a material effect on the financial statements.

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) of the Exchange Act.

The Company’s internal control over

financial reporting is a process designed by management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the

Board of Directors, 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

being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets

that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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 Executive Vice President, Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of March

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).

upon this assessment, management concluded that, as of March 31, 2023, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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 Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, assessed the effectiveness

of the Company’s internal control over financial reporting as of March 31, 2024, based on the criteria set forth in “ Internal Control—Integrated Framework (2013) ” issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based upon this assessment, management concluded that, as of March 31, 2024, the Company’s internal control over financial reporting was not effective due to the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

In connection with the assessment described above, management identified the following material weakness as of March 31, 2024:

The Company had ineffective information technology (“IT”) general controls (“ITGCs”) in Europe related to systems supporting the Company’s accounting and financial reporting processes.

Specifically, the Company did not appropriately restrict

access to certain systems.

As a result, automated process-level controls and manual controls that are dependent upon the accuracy and completeness of information derived from those IT systems were also ineffective since they could have been

adversely impacted.

The material weakness resulted from an insufficient number of trained resources with the IT expertise necessary to appropriately assess and be accountable for IT-related risks or effectively design, implement, and operate

controls to monitor and restrict access to systems that support the Company’s accounting and financial reporting processes.

The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, management concluded that the

deficiencies represent a material weakness in the Company’s internal control over financial reporting as of March 31, 2024.

The Company’s independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on

Form 10-K, issued an adverse opinion on the operating effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report appears on page 91 to 92 of this Annual Report on Form 10-K.

Plan for remediation of material weakness in internal control over financial reporting

Management has taken immediate action to fully remediate the material weakness discussed above.

Remediation efforts currently underway or substantially complete include:

Engaging resources, including current team members, new hires, and external consultants with appropriate expertise to be held accountable for effectively assessing IT-related risks and designing, implementing and operating controls

needed to mitigate those risks;

Designing and implementing controls to effectively restrict and monitor access to systems that support the Company’s accounting and financial reporting processes.

While remediation efforts are underway, the remediated controls must operate effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design, implementation, and operation

is effective to address the risks of material misstatement.

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting during the fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial

Except for the identification of the material weakness described above, there have been no changes in internal control over financial reporting during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to

materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION .

During the three months ended March 31, 2024, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

24 unchanged sentences

The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Delinquent Section 16(a) Reports.”

We do not intend to incorporate our internet website and the information contained therein or incorporated therein into this annual report on Form 10-K.

Insider trading policy

The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Corporate Governance – Insider Trading Policy.”

EXECUTIVE COMPENSATION .

17 unchanged sentences

warrants and rights

Number of shares remaining

available for future issuance

Number of shares

remaining available

for future issuance

(excluding securities

3 unchanged sentences

Includes shares issuable under the following type of awards:

options – 890,687 shares and restricted stock units –999,112 shares.

options – 629,592 shares;

restricted stock units – 686,335 shares;

and performance stock assuming target performance – 278,559 shares, regardless of any potential actual

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

2008 Incentive Plan –

136,735 shares, 2017 Incentive Plan – 142,972 shares, 2020 Incentive Plan –610,980 shares.

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

2017 Incentive Plan – 83,350 shares, 2020 Incentive Plan

– 915,762 shares.

2008 Incentive Plan – 29,407 shares, 2017 Incentive Plan – 112,925 shares, 2020 Incentive Plan –487,260 shares.

Shares issuable under restricted stock

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

2017 Incentive Plan – 36,982 shares, 2020 Incentive Plan – 927,912 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 Amended and Restated 2020 Incentive Compensation Plan.

Includes the number of shares remaining available for future issuance under the Amended and Restated 2020 Incentive Compensation Plan where outstanding performance stock is reported at target performance levels regardless of any

potential actual payout.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

13 unchanged sentences

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (KPMG PCAOB ID 185 )

Reports of Independent Registered Public Accounting Firm (KPMG PCAOB ID 185 )

Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers PCAOB ID 238 )

13 unchanged sentences

(In millions)

Held for Sale

from Held for

End of Period

3 unchanged sentences

Foreign currency translation and other adjustments.

Fiscal 2024 amount also includes a decrease from the sale of three automotive businesses based in Germany.

MODINE MANUFACTURING COMPANY

5 unchanged sentences

Referenced To

Share Purchase Agreement made as of February 23, 2024 between Modine Manufacturing (Canada), Ltd., Olympic International Agencies Ltd.

and Modine Manufacturing Company.

Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated February 23, 2024

Amended and Restated Articles of Incorporation, as amended.

41 unchanged sentences

Exhibit 10(y) to 2003 10-K

2008 Incentive Compensation Plan (Amended and Restated effective May 7, 2014).

2008 Incentive Compensation Plan

(Amended and Restated effective May 7, 2014).

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

Form of Fiscal 2023 Performance Cash Award Agreement.

Form of Fiscal 2024 Performance Stock Award Agreement.

Exhibit 10.1 to the Registrant’s Form 10-Q for the first quarter ended June 30, 2023 (“June 30, 2023 10-Q”)

Form of Fiscal 2023 Incentive Stock Option Award Agreement.

Exhibit 10.2 to June 30, 2022 10-Q

Form of Fiscal 2023 Non-Qualified Stock Option Award Agreement..

Exhibit 10.3 to June 30, 2022 10-Q

Form of Fiscal 2024 Restricted Stock Unit Award Agreement.

20 unchanged sentences

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022

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

Lucareli, Scott L.

Bowser and Sylvia A.

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

Lucareli and Brian J.

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

9 unchanged sentences

Lucareli, Eric S.

McGinnis and Sylvia A.

McGinnis, and Adrian I.

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 19, 2022

Global Insider Trading Policy.

List of subsidiaries of the Registrant.

Consent of PricewaterhouseCoopers LLP.

Consent of KPMG LLP.

Consent of PricewaterhouseCoopers LLP.

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

6 unchanged sentences

Lucareli, Executive Vice President, Chief Financial Officer.

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).

Inline XBRL Taxonomy Extension Schema.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover page interactive data file (formatted as inline XBRL and contained in Exhibits 101).

Executive Officer Compensation Recovery Policy adopted as of October 19, 2023.

Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

XBRL Taxonomy Extension Schema.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).

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.

22 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