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):  July 21, 2016
 
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))
 
INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07 Submission of Matters to a Vote of Security Holders

Election of Directors

On July 21, 2016, the shareholders of Modine Manufacturing Company voted to elect David G. Bills, Thomas A. Burke, and Charles P. Cooley to serve as directors until the 2019 Annual Meeting of Shareholders and until their successors are duly elected and qualified.  The results of the vote were as follows:

Director
  
For
    
Against
    
Abstain
    
Broker Non-Votes
  
David G. Bills
    
37,152,046
      
827,638
      
104,786
      
4,632,221
  
Thomas A. Burke
    
37,085,391
      
954,922
      
44,157
      
4,632,221
  
Charles P. Cooley
    
36,816,642
      
1,161,542
      
106,286
      
4,632,221
  

Approval of Advisory Vote on Named Executive Officer Compensation (Say on Pay)

The shareholders approved the advisory vote on named executive officer compensation.  The results of the vote were as follows:

For
Against
Abstain
Broker Non-Votes
36,235,827
1,695,959
152,684
4,632,221

Ratification of Independent Registered Public Accounting Firm

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.  The results of the vote were as follows:

For
Against
Abstain
41,072,999
1,572,354
71,338

SIGNATURE

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/ Margaret C. Kelsey
   
Margaret C. Kelsey
   
Vice President, Legal and Corporate Communications,
   
General Counsel and Secretary
     
Date: July 25, 2016