MOD Modine Manufacturing Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934  (Amendment No. __)

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MODINE MANUFACTURING COMPANY

Supplement to

Proxy Statement dated June 20, 2017

This supplement to the proxy statement filed on Schedule 14A with the Securities and Exchange Commission on June 20, 2017 (the “Proxy Statement”) by Modine Manufacturing Company (the “Company”) in connection with the Company’s Annual Meeting of Shareholders to be held on July 20, 2017 is being filed to correct certain information in the Proxy Statement, as described below.

All long-term incentive award grants by the Officer Nomination and Compensation Committee of the Company’s Board of Directors (the “ONC Committee”) under the Company’s 2008 Incentive Compensation Plan (the “Plan”) are made subject to the terms of the Plan, which provides that no individual may be granted awards covering, in the aggregate, more than 325,000 shares of the Company’s common stock in any calendar year, and that grants of performance stock must be assessed at the “Maximum” level for these purposes. In fiscal 2017, the ONC Committee granted performance stock awards specifically and expressly subject to this limitation.  Due to an administrative error, certain portions of the Proxy Statement overstated the number of performance stock awards that would be earned by Thomas A. Burke, the Company’s President and CEO, upon achievement of each of the Company’s long-term incentive performance metrics at the “Maximum” level.  Specifically, the figures as disclosed did not accurately reflect the fact that the ONC Committee granted the awards subject to the Plan limitation described above.

In order to correct this disclosure error to accurately reflect the grants made by the ONC Committee, the Proxy Statement is hereby updated as follows:

·	The table on page 26 of the Proxy Statement providing the specific levels of performance stock award metrics is updated to read as follows:

 

(1)

The Maximum for Mr. Burke for this award was limited to 156% of Target Awards due to the Plan limitation on individual award grants during a calendar year.

·

The table on page 27 of the Proxy Statement under the heading “Long-Term Incentive Compensation” is corrected to accurately state the number of performance stock awards that would be earned by Mr. Burke upon achievement of each of the long-term incentive performance metrics at the “Maximum” level, as follows:

·	Footnote 2 to the 2017 Summary Compensation Table beginning on page 31 of the Proxy Statement is updated to read as follows:

“(2)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for retention restricted stock awards and performance stock awards.  For fiscal 2017, the Maximum grant date fair value for the performance stock awards are as follows for the NEOs – Mr. Burke $1,390,520; Mr. Lucareli $498,000; Mr. Marry $721,000; Ms. Kelsey $296,000; Mr. Bowser $282,880; and Mr. Schwab $228,140.  See Grants of Plan-Based Awards   for Fiscal 2017, Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation and the Outstanding Equity Awards at Fiscal Year End table for further discussion regarding the retention restricted stock awards and the performance stock awards.  The assumptions used to determine the value of the awards are discussed in Note 4 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2017.”

 

·

The information provided for Mr. Burke in the table on page 34 of the Proxy Statement under the heading “Grants of Plan-Based Awards for Fiscal 2017” is corrected to accurately state the maximum number of shares Mr. Burke could earn pursuant to the fiscal 2017 grant of performance stock awards, as follows:

·

The information provided for Mr. Burke in the table on page 35 of the Proxy Statement under the heading “Outstanding Equity Awards at Fiscal Year End” is corrected to accurately state the number of unearned shares, units, or other rights under Equity Incentive Plans Awards that have not vested as of the Fiscal 2017 year end, as follows:

 

·

The information provided for Mr. Burke in the table set forth on page 43 of the Proxy Statement under the heading “Potential Payments Upon Termination of Employment or Change in Control Table” is corrected to accurately reflect the projected value of the accelerated vesting of equity in the event of Mr. Burke’s death or Disability as of the Fiscal 2017 year end, as follows:

Other than as described above, this Supplement to Proxy Statement does not revise or update any other information in the Proxy Statement, and should be read in conjunction with the Proxy Statement.  From and after the date of this supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.

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