MODINE MANUFACTURING CO
For the period ended Mar 31, 2024. Filed May 22, 2024.
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FY2024 · Filed May 22, 2024
MOD$106.15+9.9%Stored close · as of Nov 9, 2026
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EXHIBIT INDEX
TO
2024 ANNUAL REPORT ON FORM 10-K
| Exhibit No. | Description | Incorporated Herein By Referenced To | Filed Herewith |
| 2.1 | 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 | |
| 3.1 | Amended and Restated Articles of Incorporation, as amended. | Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2018 | |
| 3.2 | Bylaws, as amended. | Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated January 19, 2023 | |
| 4.1 | Form of Stock Certificate of the Registrant. | Exhibit 4(a) to Form 10-K for the fiscal year ended March 31, 2003 (“2003 10-K”) | |
| 4.2 | Amended and Restated Articles of Incorporation, as amended. | See Exhibit 3.1 hereto | |
| 4.3* | 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. as Collateral Agent. | Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 12, 2010 | |
| 4.4* | 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. | Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 30, 2013 | |
| 4.5 | Credit Facility Agreement among Modine Holding GmbH, Modine Europe GmbH and Deutsche Bank AG dated as of April 27, 2012. | Exhibit 4.10 to Registrant’s Form 10-K for the fiscal year ended March 31, 2012 | |
| 4.6 | Description of Registrant’s securities. | X | |
| 4.7 | Fourth Amended and Restated Credit Agreement dated as of June 28, 2019. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 28, 2019 | |
| 4.8 | Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019. | Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2019 (“December 31, 2019 10-Q”) | |
| 4.9 | First Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 31, 2020. | Exhibit 4.2 to December 31, 2019 10-Q |
| 4.10 | 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”) |
| 4.11 | 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 |
| 4.12 | Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated as of May 18, 2021. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 18, 2021 (“May 18, 2021 8-K”) |
| 4.13 | 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 |
| 4.14 | Fifth Amended and Restated Credit Agreement dated as of October 12, 2022. | Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated October 12, 2022 |
| 4.15 | Fourth Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 21, 2022. | Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2022 |
| 10.1** | Director Emeritus Retirement Plan effective April 1, 1992 (and frozen as of July 1, 2000). | Exhibit 10(a) to Registrant’s Form 10-K for the fiscal year ended March 31, 2002 |
| 10.2** | 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 |
| 10.3** | Executive Supplemental Retirement Plan (as amended). | Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2000 |
| 10.4** | Deferred Compensation Plan (as amended). | Exhibit 10(y) to 2003 10-K |
| 10.5** | 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 |
| 10.6** | 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”) |
| 10.7** | Form of Fiscal 2024 Restricted Stock Unit Award Agreement. | Exhibit 10.2 to June 30, 2023 10-Q |
| 10.8** | Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral. | Exhibit 10.3 to June 30, 2023 10-Q |
| 10.9** | Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral. | Exhibit 10.4 to June 30, 2023 10-Q |
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| 10.10** | Change in Control Agreement dated as of June 4, 2021, by and between Modine Manufacturing Company and Neil D. Brinker. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 4, 2021 |
| 10.11** | Amendment No. 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 |
| 10.12** | Supplemental Severance Policy. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 17, 2011 |
| 10.13** | 2017 Incentive Compensation Plan. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 20, 2017 |
| 10.14** | 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 |
| 10.15** | [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 |
| 10.16** | 2020 Incentive Compensation Plan (Amended and Restated effective July 21, 2022). | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022 |
| 10.17** | Form of Retention Letter, effective August 31, 2020, between the Company and Michael B. Lucareli and Brian J. Agen. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020 |
| 10.18** | Offer Letter dated as of July 2, 2021, by and between the Company and Adrian Peace. | Exhibit 10.1 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2021 10-Q (“September 30, 2021 10-Q”) |
| 10.19** | Offer Letter dated as of July 16, 2021, by and between the Company and Eric S. McGinnis. | Exhibit 10.2 to September 30, 2021 10-Q |
| 10.20** | First Amendment to Eric S. McGinnis Offer Letter. | Exhibit 10.3 to September 30, 2021 10-Q |
| 10.21** | Form of Retention Restricted Stock Award Agreement, effective October 19, 2022, between the Company and each of Brian J. Agen, Michael B. Lucareli, Eric S. McGinnis, and Adrian I. Peace. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 19, 2022 |
| 19 | Global Insider Trading Policy. | X |
| 21 | List of subsidiaries of the Registrant. | X |
| 23.1 | Consent of KPMG LLP. | X |
| 23.2 | Consent of PricewaterhouseCoopers LLP. | 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 |
| 97 | Executive Officer Compensation Recovery Policy adopted as of October 19, 2023. | X |
| 101.INS | 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 | XBRL Taxonomy Extension Schema. | X |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X |
| 104 | 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. The Registrant agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request. |
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| ** | Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K. |
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SIGNATURES
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