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)
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Wisconsin
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1-1373
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39-0482000
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1500 DeKoven Avenue,
Racine, Wisconsin
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53403
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Address
of principal executive offices
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Zip
Code
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Registrant's
telephone number, including area code:
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(262)
636-1200
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_____________________
(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
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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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.
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.
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Modine
Manufacturing Company
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By:
/s/ Dean R.
Zakos
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Dean
R. Zakos
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Vice
President, General Counsel and
Secretary
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Date: May
23, 2008