DEF 14A 1 0001.txt SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a Party Other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12. Modine Manufacturing Company ----------------------------------------------- (Name of Registrant as Specified In Its Charter Not Applicable ----------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11 1) Title of each class of securities to which transaction applies: Not Applicable ---------------------------------------------------- 2) Aggregate number of securities to which transaction applies: Not Applicable ------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable ------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: Not Applicable ------------------------------------------------------ 5) Total fee paid: Not Applicable ------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as proved by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: Not Applicable ------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: Not Applicable ------------------------------------------------------- 3) Filing Party: Not Applicable ------------------------------------------------------- 4) Date Filed: Not Applicable ------------------------------------------------------- notice of meeting and proxy statement annual meeting 2000 of shareholders ---------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ---------------------------------------------------------------------- Date: Wednesday, July 19, 2000 Time: 9:30 a.m. Place: 1500 DeKoven Ave. Racine, WI 53403 Record Date: May 30, 2000 Matters to be voted on: 1. Election of three directors; and 2. Any other matters properly brought before the shareholders at the meeting. By order of the Board of Directors, W. E. PAVLICK W. E. PAVLICK, Secretary June 9, 2000 Contents Page ---- General Information About Voting 2 Proposal No. 1: Election of Directors 3 PROXY STATEMENT Your vote at the annual meeting is important to us. Please vote your shares of Common Stock by calling a toll-free telephone number or by completing the enclosed proxy card and returning it to us in the enclosed envelope. This proxy statement has information about the annual meeting and was prepared by the Company's management for the Board of Directors. This proxy statement was first mailed to shareholders on June 9, 2000. PROXY STATEMENT Annual Shareholders' Meeting of Modine Manufacturing Company--2000 ---------------------------------------------------------------------- GENERAL INFORMATION ABOUT VOTING Who can vote? ------------- You can vote your shares of common stock if our records show that you owned the shares on May 30, 2000. A total of 29,264,026 shares of common stock can vote at the annual meeting. You get one vote for each share of common stock. The holders of common stock do not have cumulative voting rights. The enclosed proxy card shows the number of shares you can vote. How do I vote? -------------- Starting this year, stockholders of record can give a proxy to be voted at the meeting by calling a toll-free telephone number or, if you prefer, you may mail in the enclosed proxy card as you have in the past. Stockholders who hold their shares in "street name" will continue to vote their shares in the manner required by their brokers. The telephone voting procedure has been set up for your convenience and has been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. The enclosed proxy card contains instructions for telephone and mail voting. Whichever method you use, the proxies identified on the back of the proxy card will vote your shares in accordance with your instructions. If you submit a proxy card without giving specific voting instructions, the proxies will vote those shares as recommended by the Board of Directors. What if other matters come up at the annual meeting? ---------------------------------------------------- The matters described in this proxy statement are the only matters we know will be voted on at the annual meeting. If other matters are properly presented at the meeting, the proxyholders will vote your shares as they see fit. Can I change my vote after I return my proxy card? -------------------------------------------------- You can revoke your proxy card by: - Submitting a new proxy card; - Giving written notice before the meeting to the Secretary of the Company, stating that you are revoking your proxy card; or - Attending the meeting and voting your shares in person. Unless you decide to vote your shares in person, you should revoke your prior proxy card in the same way you initially submitted it - that is, by telephone or mail. Can I vote in person at the annual meeting? ------------------------------------------- Although we encourage you to complete and return the proxy card or vote by phone to ensure that your vote is counted, you can attend the annual meeting and vote your shares in person. What do I do if my shares are held in "street name"? ---------------------------------------------------- If your shares are held in the name of your broker, or other nominee, that party should give you instructions for voting your shares. How are votes counted? ---------------------- We will hold the annual meeting if holders of a majority of the shares of common stock entitled to vote either appear by proxy or attend the meeting. If you appear by proxy, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card. If your shares are held in the name of a nominee, and you do not tell the nominee how to vote your shares (so-called "broker nonvotes"), the nominee can vote them as it sees fit only on matters that are determined to be routine, and not on any other proposal. Broker nonvotes will be counted as present to determine if a quorum exists but will not be counted as present and entitled to vote on any nonroutine proposal. Who will count the vote? ------------------------ Norwest Bank Minnesota, NA, (Wells Fargo) Shareowner Services, an independent tabulator, will count the vote under the supervision of Inspectors of Election appointed by the Board. Who pays for this proxy solicitation? ------------------------------------- We do. In addition to sending you these materials, some of our employees may contact you by telephone, mail, or in person. None of these employees will receive any extra compensation for doing this. 1. ELECTION OF DIRECTORS The Board of Directors currently consists of ten members. R. T. Savage is retiring from the Board and is not a nominee for election in 2000. By Board of Directors' action in March, 2000, effective as of July 19, 2000, the authorized number of directors will be fixed at nine. The Restated By-Laws of the Company, as amended in March, 2000, effective as of July 19, 2000, will classify the Board of Directors into three classes: each class consisting of three directors; with each class of directors serving three-year terms of office. Each class of directors is staggered so that each expires in succeeding years. This year the terms of Frank W. Jones, Dennis J. Kuester, and Michael T. Yonker expire at the 2000 Annual Meeting of Shareholders. Messrs. Jones, Kuester, and Yonker have been nominated for a new three-year term expiring at the Annual Meeting in 2003. While it is not anticipated that any of the nominees will be unable to take office, if such is the case, proxies will be voted in favor of such other person or persons as the Board of Directors may propose to fill the three directorships. In accordance with the Restated By-Laws, a director shall hold office until the Annual Meeting for the year in which his or her term expires and until his or her successor shall be elected and qualify; subject, however, to prior death, resignation, retirement, disqualification, or removal from office. Vacancies may be filled by the remaining directors. The nominees for the Board of Directors, the directors whose terms will continue, their ages, other directorships, and their tenure and expiration dates of their terms are set forth as follows: Nominees to be Elected ---------------------- FRANK W. JONES Director since 1982 Mr. Jones, 60, is an independent management consultant, Tucson, Arizona. He is also a director of Jason Incorporated, Ingersoll Milling Machine Co., Star Cutter Co., Gardner Publications, Inc., and General Tool Co. Term to expire in 2000. DENNIS J. KUESTER Director since 1993 Mr. Kuester, 58, is President of Marshall & Ilsley Corporation and of M&I Marshall & Ilsley Bank, and Chairman of M&I Data Services, Inc., a Milwaukee, Wisconsin, bank holding company, bank, and banking services company, respectively. He is also a director of M&I Data Services, Inc., M&I Marshall & Ilsley Bank, Marshall & Ilsley Corporation, Super Steel Products Corp., TYME Corporation, and Krueger International. Term to expire in 2000. MICHAEL T. YONKER Director since 1993 Mr. Yonker, 57, is retired. Prior to June 15, 1998, he was President and Chief Executive Officer of Portec, Inc., Lake Forest, Illinois, a manufacturer of material handling equipment. He is also a director of Woodward Governor Company. Term to expire in 2000. Directors Continuing in Service ------------------------------- FRANK P. INCROPERA Director since 1999 Dr. Incropera, 60, is the McCloskey Dean of the University of Notre Dame's College of Engineering, South Bend, Indiana, and has served in that position since 1998. Prior to that, he served as the Head of the School of Mechanical Engineering at Purdue University, West Lafayette, Indiana. Term to expire in 2002. VINCENT L. MARTIN Director since 1992 Mr. Martin, 60, is Chairman, Chief Executive Officer (through June 30, 1999), and a director of Jason Incorporated, a diversified manufacturing company based in Milwaukee, Wisconsin. He is also a director of Crane Manufacturing & Service. Term to expire in 2002. MARSHA C. WILLIAMS Director since 1999 Ms. Williams, 49, is Chief Administrative Officer of Crate & Barrel, a privately held retailer of home furnishings and accessories headquartered in Northbrook, Illinois. Previously, Ms. Williams had been Vice President and Treasurer of Amoco Corporation and Carson Pirie Scott & Company, and Vice President of The First National Bank of Chicago. She is also a director of Chicago Bridge & Iron, Davis Funds and Selected Funds. Term to expire in 2002. DONALD R. JOHNSON Director since 1997 Mr. Johnson, 58, is President and Chief Executive Officer of the Company. He is also a director of Grede Foundries, Inc. and the M&I Marshall & Ilsley Bank. Term to expire in 2001. GARY L. NEALE Director since 1977 Mr. Neale, 60, is Chairman, President, Chief Executive Officer, and a director of NiSource, Inc., Hammond, Indiana, a holding company for gas and electric utilities and other energy-related subsidiaries. He is also a director of Chicago Bridge & Iron. Term to expire in 2001. RICHARD J. DOYLE Director since 1987 Mr. Doyle, 67, is retired. Prior to April 30, 1998, he was Chief Executive Officer and a director of three private electrical contracting corporations. Prior to January 1, 1989, Mr. Doyle was a Vice President of Borg-Warner Corporation, Chicago, Illinois, a diversified manufacturing and services company, and President and Chief Executive Officer of Borg-Warner Automotive, Inc., Troy, Michigan, a subsidiary of Borg-Warner Corporation. Term to expire in 2001. The Board of Directors recommends a vote FOR all of the director-nominees, Mr. Jones, Mr. Kuester, and Mr. Yonker. PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS Principal Shareholders ---------------------- The following table shows the number of shares of common stock beneficially owned by each person who we know beneficially owns more than 5% of the common stock. Title Name and Address of Amount and Nature of Percent of Class Beneficial Ownership Beneficial Ownership of Class -------- ------------------------------ --------------------------- -------- Common Administrative Committee of 4,727,175** Power to vote 16.16% Modine Contributory Employee Plans' stock Stock Ownership & Investment not voted by Plans, 1500 DeKoven Avenue, employees Racine, Wisconsin 53403-2552 owning it Members: D. B. Spiewak, R. L. Hetrick and D. R. Zakos* Common Gabelli Funds, Inc. and 5,244,702*** Sole or shared 17.92% affiliates voting and/or One Corporate Center power to Rye, New York 10580-1434 dispose of stock ------------------------------------------------------------------------------ * M&I Marshall and Ilsley Trust Company is trustee and holder of record of the Modine Contributory Employee Stock Ownership and Investment Plans, Employees' Retirement Trusts and 401(k) Retirement Plans stock, and is the escrow agent for participants' stock under the 1995 through 2000 Stock Award Plans. The Marshall & Ilsley Trust Company, as custodian, may be viewed as having voting or dispositive authority in certain situations pursuant to Department of Labor regulations or interpretations or federal case law. Pursuant to SEC Rule 13d-4, inclusion of such shares in this statement shall not be construed as an admission that the Reporting Person or its subsidiaries are, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owners of such securities. D. J. Kuester is president of Marshall & Ilsley Corporation and of M&I Marshall & Ilsley Bank. M&I Marshall & Ilsley Corporation and its subsidiaries specifically disclaim beneficial ownership of stock held by these plans and trusts. ** As of March 31, 2000. *** Based on a Schedule 13D dated October 11, 1999, by Gabelli Funds, Inc. and affiliates. We know of no other person or group that is a beneficial owner of five percent (5%) or more of the Company's common stock. Securities Owned by Management ------------------------------ The following table shows the number of shares of common stock beneficially owned as of March 31, 2000 by: - each director; - each executive officer named in the Summary Compensation Table on page 10; and - the directors and executive officers as a group. Title Name of Amount and Nature of Percent of Class Beneficial Owner Beneficial Ownership of Class -------- ---------------- -------------------- -------- Common R. J. Doyle* 52,000(a) ** Common F. P. Incropera* 15,000(a) ** Common F. W. Jones* 86,050(a) ** Common D. J. Kuester* 36,000(b) ** Common V. L. Martin* 52,200(c) ** Common G. L. Neale* 63,917(a) ** Common M. C. Williams* 20,000(a) ** Common M. T. Yonker* 37,000(a) ** Common R. T. Savage* 316,319(d) 1.08% Common D. R. Johnson 304,742(e) 1.04% Common E. T. Thomas 49,289(e) ** Common W. E. Pavlick 300,543(e) 1.03% Common D. B. Rayburn 159,120(e) ** Common L. D. Howard 229,911(e) ** Common All executive officers and directors as a group (23 persons) 2,336,802(f) 7.98% * Non-employee directors have the right to acquire additional shares of common stock (not listed in the above table) through the exercise of options automatically granted upon re-election pursuant to the 1994 Stock Option Plan for Non-Employee Directors discussed on page 9. ** Denotes less than one percent of shares outstanding. (a) The 52,000 shares listed for Mr. Doyle include options to acquire 45,000 shares; the 15,000 shares listed for Mr. Incropera include options to acquire 15,000 shares; the 86,050 shares listed for Mr. Jones include options to acquire 45,000 shares; the 63,917 shares listed for Mr. Neale include options to acquire 45,000 shares; the 20,000 shares listed for Ms. Williams include options to acquire 20,000 shares and the 37,000 shares listed for Mr. Yonker include options to acquire 35,000 shares. (b) The 36,000 shares listed for Mr. Kuester exclude shares held of record by M&I Marshall & Ilsley Bank. See footnote to the Five Percent Stock Ownership table. This number includes options to acquire 35,000 shares. (c) The 52,200 shares listed for Mr. Martin include options to acquire 50,000 shares and include 200 shares held in trusts for his children with Mr. Martin as trustee. (d) The 316,319 shares listed for Mr. Savage include options to acquire 144,126 shares. (e) The 304,742 shares listed for Mr. Johnson include 2,288 shares held by Mr. Johnson's wife, options to acquire 210,000 shares, 23,600 restricted shares awarded to Mr. Johnson and 2,879.5 units held in the form of Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each Unit consisting of Modine common stock and a cash component); the 49,289 shares listed for Mr. Thomas include options to acquire 40,000 shares, 5,000 restricted shares awarded to Mr. Thomas, and 3,963.4 units held in the form of Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each Unit consisting of Modine common stock and a cash component); the 300,543 shares listed for Mr. Pavlick include 3,271 shares held by Mr. Pavlick's wife, options to acquire 98,700 shares, 3,100 restricted shares awarded to Mr. Pavlick and 713.6 units held in the form of Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each Unit consisting of Modine common stock and a cash component); the 159,120 shares listed for Mr. Rayburn include options to acquire 131,375 shares, 14,200 restricted shares awarded to Mr. Rayburn and 2,411.3 units held in the form of Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each Unit consisting of Modine common stock and a cash component); and the 229,911 shares listed for Mr. Howard include options to acquire 118,000 shares, 9,800 restricted shares awarded to Mr. Howard and 846.7 units held in the form of Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each Unit consisting of Modine common stock and a cash component). The awards granted pursuant to the 1995 through 1998 Stock Award Plan are subject to restrictions that lapse annually in fifths over a period commencing at the end of the second year from the date of grant. The awards granted pursuant to the 2000 Stock Award Plan are subject to restrictions that lapse annually in fifths over a period commencing at the end of the first year from the date of grant. (f) This number includes 619,678 shares held by officers (other than the five named executive officers) as a group (9 persons) and includes options to acquire 379,000 shares; 5,000 shares awarded pursuant to the 1995 through 1998 Stock Award Plan are subject to restrictions that lapse annually in fifths over a period commencing at the end of the second year from the date of grant while the awards granted pursuant to the 2000 Stock Award Plan are subject to restrictions that lapse annually in fifths over a period commencing at the end of the first year from the date of grant; and 5,532.1 units held in the form of Modine Common Stock Fund Units (Modine 401(k) Retirement Plan and Deferred Compensation Plan) (each Unit consisting of Modine common stock and a cash component). Approximately forty-two percent (42%) of all outstanding shares are owned or controlled by or for directors, officers, employees, retired employees, and their families. BOARD MEETINGS, COMMITTEES AND COMPENSATION The Board of Directors held eight regular meetings during the fiscal year. An additional seven meetings were held by standing Committees of the board. The following chart describes the function and membership of each committee and the number of times it met in 1999-2000: Audit Committee - 3 meetings Function -------- - recommends engagement of auditors; - meets with independent auditors to: - discuss plan and scope of audit; - review results of audit; - evaluates internal audit procedures and accounting controls; - approves budget for non-audit services; and - reviews and approves audit and non-audit fees. Members ------- R. J. Doyle, Chair F. W. Jones V. L. Martin G. L. Neale M. C. Williams Officer Nomination and Compensation Committee - 2 meetings Function -------- - reviews candidates for positions as Company officers; - makes recommendations to Board on candidates; - makes recommendations to Board on compensation for officers; - administers the 1985 Incentive Stock Plan; and - administers the 1994 Incentive Compensation Plan. Members ------- G. L. Neale, Chair R. J. Doyle D. J. Kuester V. L. Martin M. T. Yonker Pension Committee - 2 meetings Function -------- - provides oversight for pension trust investments. Members ------- F. W. Jones, Chair D. J. Kuester M. C. Williams M. T. Yonker The Board of Directors does not have a committee that nominates directors since nomination and review of director candidates is a function of the full Board. In addition, shareholders who wish to nominate candidates for election to the Board may do so. All directors attended seventy-five percent or more of all Board meetings and meetings of Committees of which they were members during the fiscal year, except G. L. Neale and M. C. Williams. Generally, if a shareholder intends to propose business or make a nomination for the election of directors at an annual meeting, or make a nomination for the election of directors at a special meeting of shareholders, the Company must receive written notice of such intention. The deadline for shareholder nominations for directors and proposals at the 2000 Annual Meeting of Shareholders was February 4, 2000. Compensation of Directors ------------------------- Non-employee directors receive: - a retainer fee of $6,000 per quarter; - $1,000 for each Board, committee and special meeting attended; - an additional $1,000 for acting as Chairman of the Audit Committee; - reimbursement for travel, lodging, and related expenses incurred in attending Board and committee meetings; and - travel-accident and director and officer liability insurance. Directors who are officers of the Company do not receive any fees in addition to their remuneration as officers. Commencing April 1, 1998, in lieu of all other Board compensation, the Chairman of the Board has received a retainer fee of $12,000 per quarter. Directors of the Company who are not employees are eligible to participate in the 1994 Stock Option Plan for Non-Employee Directors (the "Directors' Plan") which is authorized to grant non-qualified stock options through July 20, 2004, on up to 500,000 shares of the Company's common stock. These options are granted at one hundred percent of the fair market value on the date of the grant and will expire no later than ten years after the date they are granted and will terminate no later than three years after termination of director status for any reason other than death. Within 30 days after election or re-election to the Board, each director so elected or re-elected is automatically granted an option for that number of shares equal to the multiple of 5,000 and the number of years in the term to which such director has been so elected or re-elected. The Directors' Plan may be administered by the Board or by a committee of two or more directors of the Company if deemed necessary or advisable in order to comply with the exemptive rules promulgated pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. The Board or any such committee shall have no authority to administer the Directors' Plan with respect to the selection of participants under the plan or the timing, pricing, or amounts of any grants. The Board of Directors has adopted the Modine Manufacturing Company Director Emeritus Retirement Plan (the "Director Emeritus Retirement Plan") whereby any person (non-employee) who is or becomes a director of Modine on or after April 1, 1992, and who retires from the Board will be paid a retirement benefit equal to the annualized rate at which directors are being paid for their services to the Company as directors (including Board meeting attendance fees but excluding any applicable committee attendance fees) as in effect at the time such director ceases his service as a director. The retirement benefit will continue until the period of time the retirement benefit paid equals the period of time of the director's Board services. If a director dies before or after retirement, his or her spouse or other beneficiary will receive the applicable retirement benefit. In the event of a change in control (as defined in the Plan) of Modine, each eligible director, or his or her spouse or other beneficiary entitled to receive a retirement benefit through him or her, would be entitled to receive a lump-sum payment equal to the present value of the total of all benefit payments which would otherwise be payable under the Director Emeritus Retirement Plan. The retirement benefit is not payable if the director directly or indirectly competes with the Company or if the director is convicted of fraud or a felony and such fraud or felony is determined by disinterested members of the Board of Directors to have damaged Modine. EXECUTIVE COMPENSATION Summary Compensation Table -------------------------- The following table sets forth compensation awarded to, earned by, or paid to the Company's Chief Executive Officer and the four most highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers at March 31, 2000, for services rendered to the Company and its subsidiaries during fiscal 1999-2000. Also included is salary, bonus, restricted common stock awards, and stock option information for fiscal years ended March 31, 1999, and March 31, 1998. SUMMARY COMPENSATION TABLE
Annual Compensation (1) Long-Term Compensation ------------------------ ------------------------------------- Restricted Stock All Other Year Name Principal Position Salary Bonus Stock(2) Options(3) Comp.(4) ------------------------------------------------------------------------------------------------------------------------ 1999/2000 D. R. Johnson President and Chief $500,000 $220,000 $187,500 35,000 $33,792 1998/1999 Executive Officer 452,500 321,275 0 30,000 34,734 1997/1998 President and Chief 326,250 219,240 254,531 30,000 24,160 Operating Officer 1999/2000 D. B. Rayburn Executive Vice President, $305,000 $111,833 $125,000 25,000 $20,137 Operations 1998/1999 Executive Vice President, 262,000 155,017 0 20,000 20,100 1997/1998 Original Equipment 205,000 120,540 152,719 15,000 15,277 1999/2000 E. T. Thomas* Group Vice President $232,500 $ 71,610 $ 87,500 15,000 $15,272 1998/1999 Group Vice President, 140,000 88,200 49,406 25,000 7,845 Highway Products 1999/2000 L. D. Howard** Group Vice President, $250,000 $ 77,000 $ 0 0 $16,512 1998/1999 Europe 237,000 117,789 0 15,000 18,260 1997/1998 200,000 114,800 135,760 15,000 14,895 1999/2000 W. E. Pavlick Senior Vice President, $207,000 $ 63,756 $ 0 8,000 $13,871 1998/1999 General Counsel and 198,500 98,655 0 11,000 15,339 1997/1998 Secretary 180,500 103,607 50,910 11,000 13,460 * Mr. Thomas joined Modine on August 3, 1998, at which time he received 10,000 stock options and 1,500 shares as stock awards in addition to the 15,000 stock options granted in January 1999. ** Mr. Howard retired April 1, 2000. (1) Excludes "Other Annual Compensation" under Securities and Exchange Commission regulations since such does not exceed the lesser of $50,000 or 10% of each individual's combined salary and bonus. (2) The Restricted Stock awarded to an employee on January 19, 2000, was awarded at no cost to the employee but the market price of $25 was used to calculate the dollar value of such long-term compensation. The total number of restricted shares and the aggregate market value at March 31, 2000, were: Mr. Johnson - 23,600 shares valued at $592,950; Mr. Rayburn - 14,200 shares valued at $356,775; Mr. Thomas - 5,000 shares valued at $125,625; Mr. Howard - 9,800 shares valued at $246,225; and Mr. Pavlick - 3,100 shares valued at $77,887.50. Dividends are paid on the restricted shares at the same time and the same rate as dividends paid to shareholders of unrestricted shares. Aggregate market value is based on a fair market value of $25.125 at March 31, 2000. The stock awarded pursuant to the 1995 through 1998 Stock Award Plan was granted to an employee at no cost and placed in escrow until the beginning of the third, fourth, fifth, sixth, and seventh years, respectively, at which time one- fifth of the shares are released to the employee. The awards granted pursuant to the 2000 Stock Award Plan are subject to restrictions that lapse annually in fifths over a period commencing at the end of the first year from the date of grant. In the event of retirement, the shares may, if authorized by the Officer Nomination and Compensation Committee of the Board, be released at an earlier date. In the event of a change-in- control, the share restrictions will lapse. (3) The 1994 Incentive Compensation Plan authorized the Officer Nomination and Compensation Committee of the Board to grant stock options (incentive stock options and non-qualified stock options) and other stock-based rights through July 20, 2004, on up to 3,000,000 shares of the Company's common stock. Incentive stock options and non-qualified stock options granted are at one hundred percent of the fair market value on the date of the grant and will expire no later than ten years after the date of the grant. Grants pursuant to the Plan may be made to such officers or certain other employees as shall be determined by the Committee. Upon the exercise of the option, the optionee may pay the purchase price in cash, stock, optioned stock, or a combination thereof. The optionee may also satisfy any tax withholding obligation by using optioned stock. In the event of a sale, merger, consolidation, or other specified transaction involving the Company, the optionee will have the right to receive (regardless of whether or to what extent the option would then have been exercisable) the difference between the exercise price and the fair market value of the stock. (4) Includes employer matching contributions to the Company Tax Saver (401(k)) Plan, Stock Purchase Plan, Executive Supplemental Stock Plan, and, since January 1, 1999, the Modine 401(k) Retirement Plan and the Modine Non-Qualified Deferred Compensation Plan. The Company has a program (the Executive Supplemental Stock Plan and, after January 1, 1999, the Modine Non-Qualified Deferred Compensation Plan) to pay, out of general assets, an amount substantially equal to the difference between the amount that would have been allocated to a participant's account as Company matching contributions, in the absence of legislation limiting such allocations, and the amount actually allocated under the plans. Payment of this amount and appreciation thereon is deferred until termination of service or retirement. Because the Company's contributions to the Executive Supplemental Retirement Plan and the Modine Non-Qualified Deferred Compensation Plan are actuarially based and are not allocated to the individual named executive officers' accounts until retirement, such contributions are not readily ascertainable and are not included in this column. See page 16 herein regarding the Pension Plan Table for additional information.
Officer Nomination and Compensation Committee Report on Executive ----------------------------------------------------------------- Compensation ------------ The Officer Nomination and Compensation Committee has provided the following report on Executive Compensation: Compensation Philosophy ----------------------- The Company's executive compensation philosophy is designed to address the needs of the Company, its executives, and its shareholders. The specific factors underlying the Committee's decision with respect to compensation for each of the named executives for the last fiscal year are two-fold: 1. The first factor is the ability to accomplish the Company's goal of preserving and enhancing the shareholders' investment over the long-term without bearing undue risk in the process. The Committee recognizes that there will be short-term fluctuations in the Company's business and is of the opinion that incentive compensation should be based primarily upon attainment of the Company's goals over a longer period of time. It is the Committee's intention to compensate its executive officers appropriately for superior performance; however, inherent in attaining the Company's goal is the premise that shareholder assets will not be wasted by the payment of excessive compensation. 2. The second factor underlying the Committee's compensation decision is that achieving the foregoing Company goals can only be accomplished by the retention of competent, highly skilled people. Accordingly, the design of the compensation package must include sufficient tools to assure retention of key individuals. Numerous other criteria are considered in the compensation decision, including high ethical standards, concern for employees, regard for the environment, and commitment to the highest levels of product quality and customer service. Each of these criteria is an intrinsic part of attaining the Company's long-term goals. Total Annual Compensation ------------------------- The Company's executive compensation program is composed of an annual cash component, consisting of salary and a bonus based on the financial performance of the Company, and a long-term incentive component, currently consisting of stock awards and stock options. For fiscal 1999-2000, the Company used a formula bonus program that does not commence payout until an after-tax return of 10% on shareholders' investment is earned. Thereafter, Company executives can earn a cash bonus that increases at a linear rate with Company earnings and is proportional with the executive's level of management responsibility, including the Chief Executive Officer ("CEO"), who could earn a cash bonus of up to 120% of his base salary (the maximum payout under the program). All other incentive awards are calculated as a job-slotted percentage of the CEO's percent of earned award. By so doing, the entire management team shares the risks and rewards of overall Company performance. For fiscal year 1999-2000, the Committee determined that several changes were appropriate, including base pay adjustments for certain named executive officers, to align compensation more closely with industry competitive compensation. Long-Term Compensation ---------------------- To further align the Company's executives' interests with those of the shareholder, the Compensation Committee utilizes long-term based incentives in the form of stock options and stock awards. Individual stock option grants are determined based on a subjective assessment of individual performance, contribution, and potential. The stock options currently granted are at market value and are exercisable within ten years of date of grant. The options may be rescinded at any time up until two years after exercise should the individual be terminated for cause, compete in any way against the Company, not fully comply with applicable laws and government regulations, fail to maintain high ethical standards, or breach the Company's policies such as Guidelines for Business Conduct, Antitrust Compliance, or confidentiality of proprietary technology and information. The size of option grants is based upon many factors including (1) Company and individual performance, (2) previous grants of stock options and stock awards, and (3) the competitive market for long-term incentive compensation. Grants made in January 2000 reflect each of these factors including the increased reliance on long-term incentives seen in the U.S. market. As all grants are made at fair market value, it should be noted that executives receive no value from stock options unless all shareholders see an increase in the value of their holdings. For the plan prior to 1998-99, stock awards were grants of Company stock to a limited number of top executives at no cost. These awards vest only at the rate of 20% per year commencing at the end of the second year after grant, acting thereby as both a retention tool and involving the executive in a longer-term stake in the Company. Stock awards not previously vested are terminated should the executive cease to be employed by the Company for any reason other than normal retirement or a change of control of the Company. Beginning with the 1998-99 fiscal year and continuing for the 1999-2000 fiscal year, stock awards were provided on the basis of meeting specified targets and will vest 20% per year commencing at the end of the first year. Achievement is measured based on the fiscal year's performance of specified percentages of sales growth and earnings per share growth over the prior year's results. The sales growth and earnings per share growth achievements are calculated separately and carry equal weight. Target achievement for each element will earn half of the target awards so that full target awards are earned if both goals are achieved. Each element has a minimum, target, and maximum goal. For each fiscal year, the determination of the CEO's target shares was based on compensation data used to determine the CEO's base pay. The target stock award is set at the stock equivalent of a designated percentage (50%) of the CEO comparator group base pay. This amount is then divided by the stock price and rounded up to the nearest 500 share equivalent. At minimum achievement of the goal, the plan pays 50% of the target awards for that goal. At maximum achievement, the plan will pay 150% of the target awards for that goal. Participants other than the CEO receive awards based on a specified percentage of the CEO's awards. The sales and earnings growth for both fiscal years did not reach minimum achievement of the goals and, accordingly, no restricted stock was awarded. A similar stock award program has been set for fiscal year 2000-2001. Although performance goals were not achieved and no stock awards were therefore earned under the Plan, in keeping with the Company's executive retention philosophy, the Committee decided to provide discretionary stock awards similar to those used prior to 1998-99 (except that vesting commences at the end of the first year) to a limited number of key executives in January 2000. These awards were deemed necessary for retention purposes. However, over the long term, each of the named executive officers is compensated through both the stock option and stock award programs as the Company sales and earnings per share and the Company stock price increases, which will also benefit the shareholders. Chief Executive Officer Compensation ------------------------------------ The Committee recognizes that effective management of the Company is a team effort, led by the CEO. The CEO and the named officers must possess the difficult-to-define qualities of leadership, ability to instill confidence in their actions, and the ability to inspire others to even greater effort. These qualities can only be determined through observation over a longer period of time and through the ultimate results attained. Accordingly, the CEO's and senior executive officers' team compensation decisions were not based solely on fiscal 1999-2000 annual financial results but were based on the compensation philosophy referenced above, on the Company's favorable return on shareholders' investment over the longer term and on the Committee's subjective assessment of the performance of the management team. Other Executive Officer Compensation ------------------------------------ Since, as stated above, we believe that corporate management is a team effort, we also believe that it is appropriate for the CEO to select his team members and make a substantial contribution to the compensation decision for each of such team members. Accordingly, upon detailed consultation with the CEO, assessment of the experience, capabilities, and performance of each of the named executives toward attaining Company goals, and the policies and plans referenced above, compensation decisions were made. As a background for such decisions, the Compensation Committee reviewed several major compensation consultant data bases with respect to compensation. The compensation consultant data bases are large data bases of industrial companies that the Committee believes appropriately reflect the broad labor market for Modine executives. Within a range of acceptable total compensation for each individual, compensation is determined as described above. Compliance with Internal Revenue Code Section 162(m) ---------------------------------------------------- Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to public companies for compensation over one million dollars paid to the Company's CEO and four other most highly compensated executive officers. Qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. The Committee currently intends to structure its executive- compensation packages to meet these requirements. Compensation Committee Interlocks and Insider Participation ----------------------------------------------------------- None of the Committee members is or has been a Company officer or employee. No Company executive officer currently serves on the compensation committee or any similar committee of another public company. G. L. Neale, Chair R. J. Doyle D. J. Kuester V. L. Martin M. T. Yonker Performance Graph ----------------- The following graph shows the cumulative total stockholder return on the Company's common stock over the last five fiscal years as compared with the returns of the Standard & Poor's 500 Stock Index and the NASDAQ Industrials Stock Index (non- financial index). The NASDAQ Industrials Stock Index consists of approximately 3,000 industrial companies (including Modine), and includes a broad range of manufacturers. The Company believes, because of the diversity of its business, that comparison with this broader index is appropriate. The graph assumes $100 was invested on March 31, 1995, in the Company's common stock, the S&P 500 Stock Index, and the NASDAQ Industrials Stock Index and assumes reinvestment of dividends. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Measurement Period (Fiscal Year Covered Modine NASDAQ S&P 500 -------------------- ---------- ---------- ----------- Measurement Pt. 4/1/95 100 100 100 FYE 96 81 135 132 FYE 97 77 146 158 FYE 98 111 218 235 FYE 99 92 305 279 FYE 00 86 599 330 Options Granted --------------- The following table sets forth information about stock option grants during the last fiscal year for the five executive officers named in the Summary Compensation Table. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Annual Rates of Stock Appreciation - Individual Grants Appreciation for Option Term(1)(2)(3) ---------------------------------------------- --------------------------------------- % of Total Options Options Granted to Exercise Expiration Name Granted Employees Price Date 0% 5% 10% ---- ------- ---------- -------- ---------- -- -- --- D. R. Johnson 35,000 12.05% $25.00 1/19/2010 $0 $ 551,250 $ 1,391,250 D. B. Rayburn 25,000 8.61% $25.00 1/19/2010 $0 $ 393,750 $ 993,750 E. T. Thomas 15,000 5.16% $25.00 1/19/2010 $0 $ 236,250 $ 596,250 L. D. Howard 0 0% N/A N/A $0 $ 0 $ 0 W. E. Pavlick 8,000 2.75% $25.00 1/19/2010 $0 $ 126,000 $ 318,000 All Optionees 290,500 100% $25.00 1/19/2010 $0 $ 4,622,625 $ 11,666,625 All Shareholders N/A N/A N/A N/A $0 $465,805,148 $1,175,603,468 (1) All options granted are immediately exercisable except within the first year of employment. Holders may use shares previously owned or received upon exercise of options to exercise options. The Company may accept shares to cover withholding or other employee taxes. (2) The dollar amounts under these columns are the result of calculations at zero percent and at the five-percent and ten- percent rates set by the Securities and Exchange Commission and, therefore, are not intended to forecast possible future appreciation, if any, of the Company's stock price. (3) No gain to the optionee is possible without stock price appreciation, which will benefit all shareholders commensurately. A zero percent gain in stock price appreciation will result in zero dollars for the optionee.
Option Exercises and Fiscal Year-End Values ------------------------------------------- The following table sets forth information with respect to the five executive officers named in the Summary Compensation Table concerning the number of option exercises and value of options outstanding at the end of the last fiscal year. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
Total Value of Total Number Unexercised Number of of Unexercised In-the-Money Shares Options Held Options Held at Acquired on Value at Fiscal Year End (1) Fiscal Year End (1) Name Exercise Realized Exercisable (2) Exercisable (2) ---- ----------- -------- ---------------------- ------------------- D. R. Johnson 0 $ 0 210,000 $ 238,125 D. B. Rayburn 0 $ 0 131,375 $ 200,859 E. T. Thomas 0 $ 0 40,000 $ 1,875 L. D. Howard 0 $ 0 118,000 $ 445,875 W. E. Pavlick 0 $ 0 98,700 $ 295,813 (1) All options granted are immediately exercisable except within the first year of employment. (2) Granted at fair market value on the date of Grant. Total value of outstanding options is based on a fair market value of Company stock of $25.125 as of March 31, 2000. Pension Plan Table ------------------ The following table sets forth the estimated annual benefits payable upon retirement at normal retirement age for the years of service indicated under the Company's defined pension plan at the indicated remuneration levels (average of five years' earnings). ---------------------------------------------------------------------- Average Annual Representative Years of Service Earnings 15 Years 20 Years 25 Years 30 Years 35 Years -------------- -------- -------- -------- -------- -------- $125,000 $ 28,905 $ 38,541 $ 48,176 $ 57,811 $ 67,446 200,000 47,749 63,666 79,582 95,498 111,415 275,000 66,593 88,791 110,988 133,186 155,383 350,000 85,437 113,916 142,394 170,873 199,352 425,000 104,280 139,041 173,801 208,561 243,321 500,000 123,124 164,166 205,207 246,248 287,290 575,000 141,968 189,291 236,613 283,936 331,258 650,000 160,812 214,416 268,019 321,623 375,227 725,000 179,655 239,541 299,426 359,311 419,196 ---------------------------------------------------------------------- The five executive officers named in the Summary Compensation Table participate on the same basis as other salaried employees in the non-contributory Modine Pension and Disability Plan for Salaried Employees. Because the Company's contributions to the plan are actuarially based on all eligible salaried employees and are not allocated to individual employee accounts, expenses for a specific person cannot readily be separately or individually calculated. Retirement benefits are based on an employee's earnings for the five highest consecutive of the last ten calendar years preceding retirement and on years of service. Applicable earnings include salary, bonuses, and any deferred amount under the Modine Tax Saver (401(k)) Plan or, since January 1, 1999, the Modine 401(k) Retirement Plan. They are approximately the same as cash compensation reported in the Summary Compensation Table, but on a calendar year rather than a fiscal year basis. A minimum of five years of service is required for eligibility. The principal benefit under the plan is a lifetime monthly benefit for the joint lives of participants and their spouses based on the employee's earnings and period of employment, and is not subject to offset by Social Security benefits. Employees can retire with unreduced early retirement benefits at age sixty-two or may be eligible for disability, deferred, or other early retirement benefits depending on age and years of service upon retirement or termination. In addition, an employee who has reached age sixty-two and who has accumulated thirty or more years of eligible service may request that the accrued benefit be paid immediately in a lump-sum amount, even if not retired at the time of election. Assuming continued employment until age sixty-five (sixty-six in the case of Mr. Pavlick), the estimated credited years of service under the plan for Messrs. Johnson, Rayburn, Thomas, Howard, and Pavlick are twenty-eight, twenty-two, twenty-one, thirty-nine, and twenty-one years, respectively. Pension benefits under the plan are subject to possible limitations imposed by the Employee Retirement Income Security Act of 1974 and subsequent amendments thereto. To the extent that an individual employee's retirement benefit exceeds these limits, the excess will be paid from general operating funds of the Company. Employees, including officers, may also qualify for long-term disability payments of approximately sixty percent of their base salary, up to a maximum of $15,000 per month, if they become disabled. Employment Agreements, Termination and Change-of-Control Arrangements --------------------------------------------------------------------- The Company entered into an employment contract effective October 16, 1996, with Mr. D. R. Johnson covering his employment for a two-year term; the change-of-control provisions were amended May 20, 1999. The contract is automatically extended annually for an additional year so that the remaining contract term is between one and two years, unless notice is given by either party to the contrary. This contract provides for a minimum annual salary equal to that paid the past fiscal year to Mr. Johnson plus bonus participation. Mr. Johnson will continue to receive all employee benefits plus supplements to his retirement pension and 401(k) benefits designed to provide him with benefits that otherwise are reduced by statutory limitations on qualified benefit plans. In the event of disability, salary continuation is provided at a level of one hundred percent for the first twelve months and up to sixty percent thereafter with no maximum dollar amount. In the event of a "Change-in-Control," as defined in the Agreement, as amended, at any time during the 24 months after a change in control occurs, if Mr. Johnson is terminated without "Good Cause" or if Mr. Johnson terminates the Agreement, a 36- month "Severance Period" is triggered during which Mr. Johnson is entitled to receive an amount equal to three times the greater of: - the sum of his base salary and target bonus; or - the sum of his five-year average base salary and five-year average actual bonus payable in a lump sum within 60 days after the date of termination of employment; and - an amount equal to the pro-rata portion of the target bonus for the calendar year in which his employment terminated; and - applicable benefits and credited service for pension purposes for the 36-month period. In the event of Mr. Johnson's death, such amounts will be payable to his estate. Any stock options or stock awards will immediately vest, or restrictions lapse, as the case may be, on the date of termination. In the event a change in control occurs, and if payments made to Mr. Johnson are subject to the excise tax provisions of Section 4999 of the Internal Revenue Code, Mr. Johnson will be entitled to receive a lump-sum payment (the "Gross-up Payment"), sufficient to cover the full cost of such excise taxes and his federal, state, and local income and employment taxes on the additional payment. Mr. D. B. Rayburn has a similar Change-in-Control Agreement on substantially the same terms and conditions as stated for Mr. Johnson. Mr. Rayburn's Agreement was entered into on May 20, 1999. As of February 26, 1997, the Company entered into change-in- control agreements (the "Change-in-Control Agreements") with the named executive officers (except Mr. Johnson and Mr. Rayburn and Mr. Thomas, whose agreement is dated August 7, 1998) and certain other key employees. The Change-in-Control Agreements were amended and restated May 20, 1999. In the event of a "Change-in-Control," as defined in the Agreements, as amended and restated, certain key executives (including the named executive officers other than Mr. Johnson and Mr. Rayburn), if terminated by the Company for any reason other than "Good Cause," or if terminated by the executive for "Good Reason" within 24-months after the change in control occurs, or if terminated by the executive for any reason during the 13th month after the change in control, will trigger a 24-month "Severance Period" during which the executive is entitled to receive an amount equal to two times the greater of: - the sum of his base salary and target bonus; or - the sum of his five-year average base salary and five- year average actual bonus payable in a lump sum within 60 days after the date of termination of employment; and - an amount equal to the pro-rata portion of the target bonus for the calendar year in which his employment terminated; and - applicable benefits and credited service for pension purposes for the 24-month period. In the event of the executive's death, such amounts will be payable to his estate. Any stock option or stock awards will immediately vest, or restrictions lapse, as the case may be, on the date of termination. In the event a change in control occurs, and if payments made to the executive are subject to the excise tax provisions of Section 4999 of the Internal Revenue Code, the executive will be entitled to receive a lump-sum payment (the "Gross-up Payment"), sufficient to cover the full cost of such excise taxes and the executive's federal, state, and local income and employment taxes on the additional payment. One other key executive also has a Change-in-Control Agreement that was amended and restated on May 20, 1999. This agreement is substantially identical to the change-in-control agreements previously described for Mr. Johnson and Mr. Rayburn. Mr. W. E. Pavlick also has a three-year employment contract effective April 1, 1986, that is similar to Mr. Johnson's employment contract. TRANSACTIONS In the regular course of business since April 1, 1999, the Company has had transactions with corporations or other firms of which certain non-employee directors are executive officers or otherwise principally involved. Such transactions were in the ordinary course of business and at competitive prices and terms. The Company does not consider the amounts involved to be material. The Company anticipates that similar transactions will occur in fiscal year 2000-2001. OTHER INFORMATION Independent Accountants ----------------------- PricewaterhouseCoopers LLP have been the independent certified public accountants since 1935 and were selected as the Company's auditors for the fiscal year ended March 31, 2000. They are appointed by the Board of Directors of the Company and report to the Audit Committee. A representative of PricewaterhouseCoopers LLP will not be attending the 2000 Annual Meeting of Shareholders. Section 16(a) Beneficial Ownership Reporting Compliance ------------------------------------------------------- Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. Officers, directors, and greater-than-ten-percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to the Company, the Company believes that, during the period April 1, 1999, to March 31, 2000, all Section 16(a) filing requirements applicable to its officers, directors, and greater-than-ten-percent beneficial owners were complied with except that one Form 4 Report, covering a single option exercise transaction, was filed late by R. L. Hetrick. ADDITIONAL MATTERS The Board of Directors is not aware of any other matters that will be presented for action at the 2000 annual meeting. Should any additional matters come before the meeting, the persons named in the enclosed proxy will vote on those matters in accordance with their best judgment. SHAREHOLDER PROPOSALS FOR 2001 If a shareholder wishes to present a proposal for consideration at next year's Annual Meeting of Shareholders, such proposal must be received at Modine's offices on or before February 5, 2001. ANNUAL REPORT The Annual Report of the Company, including financial statements for the fiscal year ended March 31, 2000, is enclosed. W. E. PAVLICK, Secretary APPENDIX Annual Meeting of Stockholders Wednesday, July 19, 2000 9:30 a.m. CDT Modine shareholders can build their investments in Modine Manufacturing Company Modine through a no-cost 1500 DeKoven Avenue plan for automatically Racine, Wisconsin 53403 reinvesting dividends and making additional cash purchases of Modine stock. Systematic investments can be established for your account by authorizing direct deductions from your bank account on a monthly basis. To receive material and enrollment information, call 800-813-3324. The Modine Manufacturing Company Dividend Reinvestment and Direct Stock Purchase Plan is administered by the company's transfer agent, Norwest (Wells Fargo) Shareowner Services, 800-468-9716. Modine Manufacturing Company 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 proxy ---------------------------------------------------------------------------- This proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoints D. R. Johnson and W. E. Pavlick, or either of them, with full power of substitution to each, as attorneys and proxies to represent the undersigned at the Annual Meeting of Stockholders of Modine Manufacturing Company to be held at the corporate offices of Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, Wisconsin 53403 on the 19th day of July, 2000 at 9:30 a.m. CDT, and at any adjournment(s) thereof, and to vote all shares of Common Stock which the undersigned may be entitled to vote at said meeting as directed with respect to the proposals as set forth in the Proxy Statement. The Board of Directors does not know of any other business that may be presented for consideration at the Annual Meeting. If any other business should properly come before the Meeting, the shares represented by the proxies and voting instructions solicited thereby may be discretionarily voted on such business in accordance with the best judgment of the proxy holders. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The tabulator cannot vote your shares unless you sign, date and return this proxy card or vote by telephone. IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD -------------------------------------------------------- See Reverse Side Dear Shareholder: ------------------ /COMPANY # / /CONTROL # / ------------------ Modine Manufacturing Company encourages you to take advantage of a new and convenient way by which you can vote your shares. You can vote your shares by telephone. This eliminates the need to return the proxy card. To vote your shares by telephone you must use the control number printed in the box at the top of this page. The series of numbers that appear in the box above must be used to access the system. To vote over the telephone: - On a touch-tone telephone -- call 1-800-240-6326 -- 24 hours a day, 7 days a week, until 12:00 p.m. on July 18, 2000. - You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number which are located above. - Follow the simple instructions the Voice provides you. Your electronic vote authorizes the named Proxies in the same manner as if you marked, signed, dated and returned the proxy card. Modine Manufacturing Company 401(k) Retirement Plan Voting Instructions to Trustee Marshall & Ilsley Trust Company for the Annual Meeting of Stockholders As a participant in the Modine Manufacturing Company 401(k) Plan, you have the right to give instructions to the Plan Trustee as to the voting of certain shares of Modine Manufacturing Company Common Stock allocated to your account at the Annual Meeting of Shareholders or at any and all adjournments or postponements of the Annual Meeting. In this regard, please indicate your voting choices on this card, sign and date it, and return this card promptly in the enclosed postage prepaid envelope or vote by phone. If your instructions are not received at least five days prior to the Annual Meeting, or if you do not respond, shares held in your account for which a proxy is not received will be voted by the Trustee in its own discretion and in accordance with ERISA. Modine Manufacturing Company Contributory Employee Stock Ownership and Investment Plan Voting Instructions to Trustee Marshall & Ilsley Trust Company for the Annual Meeting of Stockholders As a participant in the Modine Manufacturing Company Contributory Employee Stock Ownership and Investment Plan, you have the right to vote certain shares of Modine Manufacturing Company Common Stock allocated to your account at the Annual Meeting or at any and all adjournments or postponements of the Annual Meeting. In this regard, please indicate your voting choices on this card, sign and date it, and return this card promptly in the enclosed postage prepaid envelope or vote by phone. If you do not respond, shares held in your account for which a proxy is not received will be voted by the Trustee in the same proportion as votes actually cast by plan participants. Modine Subsidiaries 401(k) Defined Contribution Plan Voting Instructions to Trustee New York Life Trust Company for the Annual Meeting of Stockholders As a participant in the Modine Subsidiaries 401(k) Defined Contribution Plan, you have the right to vote certain shares of Modine Manufacturing Company Common Stock allocated to your account at the Annual Meeting or at any and all adjournments or postponements of the Annual Meeting. In this regard, please indicate your voting choices on this card, sign and date it, and return this card promptly in the enclosed postage prepaid envelope or vote by phone. If you sign without otherwise marking the proxy, the securities will be voted as recommended by the Board of Directors on all matters to be considered at the meeting. For this meeting, the extent of New York Life Trust Company's authority to vote your securities in the absence of your instructions, as directed by the Administrative Fiduciary, is that securities for which no voting instructions have been given shall be voted in the same proportion as the vote of proxies returned. PLEASE FOLD HERE
The Board of Directors Recommends a Vote FOR Item 1 1. Election of Directors: 01 Frank W. Jones / / Vote FOR all nominees / / WITHHOLD 02 Dennis J. Kuester except as marked Authority 03 Michael J. Yonker contrary below) --------------------- (Instructions: To withhold authority to vote for any indicated nominee, / / write the number(s) of the nominee(s) in the box provided to the right.) / / --------------------- * NOTE * To consider and act upon such other matters as may properly come before the meeting or any adjournments thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. --- Address Change? Mark Box / / Indicate changes below: Date_________________________, 2000 ------------------------------------ / / / / ------------------------------------ Signature(s) in Box Please sign exactly as your name(s) appear on Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.