MODINE MANUFACTURING CO : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

On January 19, 2023, the Board of Directors (the “Board”) of Modine
Manufacturing Company (the “Company”) approved and adopted amended and restated
bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
Among other things, the amendments effected by the Amended and Restated Bylaws:

• address the universal proxy rules adopted by the U.S. Securities and Exchange

   Commission (the "SEC"), by clarifying that no person may solicit proxies in
   support of a director nominee other than the Board's nominees unless such
   person has complied with Rule 14a-19 under the Securities Exchange Act of 1934,
   as amended, including applicable notice and solicitation requirements;

• require that a shareholder directly or indirectly soliciting proxies from other

shareholders use a proxy card color other than white, which shall be reserved

for exclusive use by the Board;

• enhance procedural mechanics and disclosure requirements in connection with

   shareholder nominations of directors and submissions of proposals regarding
   other business at shareholder meetings, including requiring additional
   background information and disclosures regarding proposing shareholders,
   proposed nominees and business, and other persons related to a shareholder's
   solicitation of proxies, such as additional information about the ownership of
   securities of the Company;

• provide that the indemnification rights contained in the Amended and Restated

   Bylaws are contract rights between the Company, on the one hand, and, on the
   other hand, each applicable individual who serves or has served as a director
   or officer of the Company; and

• adopt an exclusive forum provision designating (i) the Circuit Court for Racine

   County, Wisconsin or U.S. District Court for the Eastern District of Wisconsin
   - Milwaukee Division as the exclusive forum for certain legal actions involving
   the Company unless the Company selects or consents to the selection of an
   alternative forum and (ii) U.S. federal courts as the exclusive forum for all
   claims arising under the Securities Act of 1933, as amended, and enabling the
   Company to initiate an action against a shareholder to enforce the exclusive
   forum requirements should the shareholder sue, or threaten to sue, in another
   jurisdiction.

The Amended and Restated Bylaws also include certain technical, modernizing and
clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Amended and Restated Bylaws attached hereto as Exhibit 3.1, which is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished herewith:

  3.1   Amended and Restated Bylaws of Modine Manufacturing Company, effective as
        of January 19, 2023

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