Modine Manufacturing Company (MOD) FY 2025 Annual General Meeting August 21, 2025 09:00 AM ET Company ParticipantsNone - ExecutiveMarsha Williams - Board of DirectorErin Roth - VP, General Counsel & Corporate Secretary & CCOOperatorWelcome to the Annual Meeting for Modine Manufacturing Company. Our host for today's call is Isama Wabuza. I will now turn the call over to your host. Isama. Wabuzer, you may begin.NoneGood morning, and welcome to Modine's twenty twenty five Annual Shareholders Meeting. On the me ...

Financial Data and Key Metrics Changes - The preliminary voting results indicated a majority of votes in favor of the election of directors and the ratification of Deloitte as the independent registered public accounting firm for the fiscal year ending December 31, 2025 [15] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were discussed during the meeting [16] Market Data and Key Metrics Changes - No specific market data or key metrics were provided during the meeting [16] Company Strategy and Development Direction and Industry Competition - The meeting focused on the election of directors and the ratification of the independent accounting firm, indicating a stable governance structure and continuity in management [10][12] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [16] Other Important Information - The meeting included formalities such as the appointment of the inspector of the election and the announcement of the record date for unitholders [8][4] - The agenda included the election of directors, ratification of Deloitte, and approval of the 2025 long-term incentive plan [10][11] Q&A Session Summary - There were no questions submitted during the Q&A session, and the meeting concluded without further discussion [17][18]

Financial Data and Key Metrics Changes - The meeting reported that proxies were received for approximately 80% of the total shares entitled to vote, indicating strong shareholder engagement [7]. Business Line Data and Key Metrics Changes - No specific business line data or key metrics were discussed during the meeting [16]. Market Data and Key Metrics Changes - No specific market data or key metrics were provided during the meeting [16]. Company Strategy and Development Direction and Industry Competition - The company proposed the approval of the 2025 equity incentive plan, indicating a focus on aligning executive compensation with long-term performance [10][15]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [16]. Other Important Information - All proposals presented at the meeting were approved, including the election of directors and the ratification of the independent accounting firm [14][15]. Q&A Session Summary Question: Were there any questions submitted during the meeting? - There were no questions appropriately related to the purpose of this meeting [16].

Financial Data and Key Metrics Changes - All 11 director nominees have been elected, indicating strong shareholder support for the board [7] - Stockholders approved the advisory compensation of Expedia Group's named executive officers, reflecting confidence in management [8] - Ernst and Young has been ratified as the independent registered public accounting firm for fiscal year 2025, ensuring continued oversight [8] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were provided in the meeting Market Data and Key Metrics Changes - No specific market data or key metrics were provided in the meeting Company Strategy and Development Direction and Industry Competition - The compensation committee considers various factors in establishing executive officer compensation, including business performance and competitive market data, which indicates a strategic focus on aligning executive pay with company performance [10] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting Other Important Information - The meeting was conducted in accordance with Delaware General Corporation Law and the company's bylaws, ensuring compliance and proper governance [7] Q&A Session Summary Question: Regarding the compensation committee's use of the SEC's compensation metric - The compensation committee does not rely specifically on the SEC's compensation metric but reviews various factors including prior year performance and competitive compensation data when setting executive compensation [9][10]

Financial Data and Key Metrics Changes - The company reported a total of 44,729,924 shares of common stock outstanding as of April 8, 2025, with 30,433,597 shares represented at the meeting, indicating a quorum for decision-making [6][10]. Business Line Data and Key Metrics Changes - No specific financial data or key metrics for individual business lines were discussed during the meeting [12]. Market Data and Key Metrics Changes - No specific market data or key metrics were provided in the meeting [12]. Company Strategy and Development Direction and Industry Competition - The company ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, indicating a focus on maintaining strong governance and compliance [11]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [12]. Other Important Information - The meeting included the election of directors and the approval of executive compensation proposals, reflecting the company's governance practices [11]. Q&A Session All Questions and Answers Question: Were there any stockholder questions during the meeting? - There were no questions submitted by stockholders during the meeting [12].

Financial Data and Key Metrics Changes - The company held its Annual General Meeting on May 29, 2025, with a quorum present for voting on various proposals [4][14] - The appointment of Witham Smith and Brown, PC as the independent registered public accounting firm for fiscal year 2025 was ratified [14] Business Line Data and Key Metrics Changes - No specific financial data or metrics related to individual business lines were discussed in the meeting [1][15] Market Data and Key Metrics Changes - No specific market data or metrics were provided during the meeting [1][15] Company Strategy and Development Direction and Industry Competition - The meeting included proposals for the election of directors and advisory votes on executive compensation, indicating a focus on governance and shareholder engagement [6][10] - The company values stockholder opinions on executive compensation and the frequency of advisory votes, reflecting a commitment to transparency and accountability [11][14] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during this meeting [1][15] Other Important Information - The meeting included a nonbinding advisory vote on executive compensation and the frequency of future advisory votes, emphasizing the company's approach to governance [10][11] - The final results of the votes will be published in a Form 8-K filed with the SEC within four business days [14] Q&A Session All Questions and Answers - No questions were raised during the meeting regarding the proposals or other matters [13][15]

Financial Data and Key Metrics Changes - The meeting confirmed the election of two class one directors and the ratification of KPMG as the independent registered public accounting firm for the fiscal year ending December 31, 2025 [5][13]. Business Lines Data and Key Metrics Changes - No specific data or metrics related to individual business lines were discussed in the meeting [1]. Market Data and Key Metrics Changes - No specific market data or metrics were provided during the meeting [1]. Company Strategy and Development Direction and Industry Competition - The company is focused on maintaining strong governance by electing qualified directors and ensuring reliable financial oversight through the appointment of KPMG [5][13]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during this meeting [1]. Other Important Information - The meeting was conducted virtually, and a sufficient number of shares were present to constitute a quorum [3][4]. Summary of Q&A Session - There were no questions or comments from attendees during the Q&A session [7].

Financial Data and Key Metrics Changes - The company reported a quorum of 8,522,652 shares present, representing 62.15% of the outstanding voting stock [6] - Preliminary results indicated that a majority of votes were cast in favor of the election of directors and the approval of the employee stock purchase plan [10][11] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were discussed in the provided content Market Data and Key Metrics Changes - No specific market data or key metrics were discussed in the provided content Company Strategy and Development Direction and Industry Competition - The company is focused on improving stockholder access by conducting meetings virtually [2] - The company has proposed an employee stock purchase plan to enhance employee engagement and investment in the company [11] Management's Comments on Operating Environment and Future Outlook - Management indicated that forward-looking statements may differ significantly from actual results due to various factors, including those outlined in SEC filings [13] Other Important Information - The meeting was held virtually to enhance accessibility for stockholders [2] - The appointment of Eisner Amper LLP as auditors for fiscal year 2024 was ratified [11] Q&A Session Summary - No questions were received during the Q&A session, and it was subsequently closed [13]