-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GrF6C6DFAr0ZmacGndWSAAHjOqlUSY6WxDHIegn3ZB2JhHvqVQno7rBVWzzCKXrH zjatNlB48IoZbiXEyjN0Ug== 0001140361-08-013515.txt : 20080523 0001140361-08-013515.hdr.sgml : 20080523 20080523143204 ACCESSION NUMBER: 0001140361-08-013515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080520 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080523 DATE AS OF CHANGE: 20080523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01373 FILM NUMBER: 08857781 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 8-K 1 form8k.htm MODINE MANUFACTURING COMPANY 8K 5-20-2008 form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
 
 Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 20, 2008
 
Modine Manufacturing Company
(Exact name of registrant as specified in its charter)


Wisconsin
  
1-1373
  
39-0482000
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin
  
53403
Address of principal executive offices
  
Zip Code

Registrant's telephone number, including area code:
(262) 636-1200

_____________________
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

£           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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Information to be Included in the Report

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2008, the Officer Nomination and Compensation Committee of the Modine Manufacturing Company (“Modine” or the “Company”) Board of Directors modified the base salary and certain benefits of Thomas A. Burke, President and Chief Executive Officer, and Bradley C. Richardson, Executive Vice President, Corporate Strategy and Chief Financial Officer.  Mr. Burke and Mr. Richardson each assumed the roles set forth above on April 1, 2008.

Mr. Burke’s base salary was increased from $455,000 to $627,750, retroactive to April 1, 2008.  In addition, the amount that Mr. Burke may earn as a cash bonus was increased so that upon achievement of the Company’s threshold, target and maximum levels under the Management Incentive Plan, Mr. Burke may earn 25%, 100% and 200%, respectively, of his base salary.  Finally, Mr. Burke’s long-term incentive compensation was increased from 145% to 200% of his base salary.

Mr. Richardson’s base salary was increased from $417,000 to $454,530, retroactive to April 1, 2008.  In addition, the amount that Mr. Richardson may earn as a cash bonus was increased so that upon achievement of the Company’s threshold, target and maximum levels under the Management Incentive Plan, Mr. Richardson may earn 18.75%, 75% and 150%, respectively, of his base salary.  Finally, Mr. Richardson’s long-term compensation remains set at 145% of his base salary.
 
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Signatures

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 hereunto duly authorized.
 

 
Modine Manufacturing Company
   
   
 
By: /s/ Dean R. Zakos
 
Dean R. Zakos
 
Vice President, General Counsel and Secretary
 
 
Date:  May 23, 2008
 
 
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