Welcome to the annual meeting for Modine Manufacturing Company. Our host for today's call is Isioma Nwabuzor, Associate General Counsel and Assistant Corporate Secretary of Modine. I will now turn the call over to your host, Isioma Nwabuzor. You may begin.
Thank you. Good morning and welcome to Modine's 2026 Annual Shareholders' Meeting. On the screen, you will see the agenda for the meeting, a place for you to vote or to update your previous vote, a place for you to ask questions, as well as a materials section, including the rules of conduct for the meeting. Please take a moment to review these rules. During this meeting, we will only answer questions that are pertinent to the business of the meeting. We understand that there may be questions concerning business matters outside the agenda topics, but we will not be taking those questions at this time. I would like to turn the meeting over to Marsha Williams, the Chair of the Modine Board of Directors.
Thank you, Isioma, and good morning. On behalf of Modine's Board of Directors and the entire management team, I'd like to welcome you to Modine's annual shareholders' meeting. Joining me in hosting the meeting is Erin Roth, our Vice President, General Counsel, and Chief Compliance Officer, who is serving as the secretary for this meeting. The annual meeting of the shareholders of Modine Manufacturing Company will please come to order. Pursuant to the authority vested in me by the bylaws and by Wisconsin law, I have set forth an agenda for this meeting, and the business of the meeting will follow the order set forth in the agenda.
To ensure an orderly and constructive meeting and give all shareholders an opportunity to be heard, the meeting will be conducted in a manner intended to be fair to the interests of all shareholders and in accordance with the rules of conduct established for the meeting. As noted, there is a place provided for questions which will be addressed later in the meeting. Please confine any questions to the agenda items matters of shareholders generally. The agenda and rules of conduct are available on the meeting screen. Michael Rathburn, excuse me. Michael Rathburn, Deputy General Counsel and Assistant Corporate Secretary, and Isioma Nwabuzor, Associate General Counsel and Assistant Corporate Secretary, have been appointed to serve as the inspectors of election and have filed their oaths of inspectors of election.
For the record, the other directors present at this virtual annual meeting today are Neil Brinker, President and Chief Executive Officer, Eric D. Ashleman, Mark Bendza, Suresh V. Garimella, Katherine C. Harper, Alan S. Lowe, David J. Wilson, William A. Wulfsohn, and Christine Yan. A detailed biography of each director was provided in the proxy statement, which is available on the meeting screen. Also present at this virtual annual meeting is Michael B. Lucareli, Modine's Executive Vice President and Chief Financial Officer, as well as Darryl Goldstein and Leif Bergquist from our independent registered public accounting firm, KPMG. Before we proceed, I would like to take a special moment to recognize and thank one of our directors, Bill Wulfsohn, who is retiring from the Modine board at the conclusion of today's meeting. Bill has announced his intention to retire and is not standing for re-election today.
Since joining our board, Bill has provided exceptional leadership, strategic guidance, and invaluable oversight, particularly through his dedicated service as a member of both our audit committee and our technology committee. His business acumen and commitment to Modine have been instrumental in our growth and ongoing strategic transformation. On behalf of the entire board of directors, our management team, and our shareholders, I would like to express our deepest gratitude to Bill for his outstanding service and many contributions to Modine's success. We wish him all the best in his retirement. This is a regular annual meeting of the shareholders. Will the secretary, Erin J. Roth, make the necessary announcements so we may proceed with the meeting?
Thank you, Marsha. This meeting is called pursuant to the bylaws of the company upon order of the board of directors and written notice given by the company. Available in the materials section is a copy of the affidavit of mailing certifying that our proxy statement and the annual report to shareholders and the 2026 annual report on Form 10-K were mailed beginning on July 9th, 2026, to each shareholder of record as of the close of business on June 22nd, 2026, our record date. As required by the Wisconsin statutes, a certified list of names of all the shareholders entitled to notice at this meeting, prepared by Equiniti Trust Company, the transfer agent of the company, is available in the meeting materials with addresses and the number of shares held by each shareholder entitled to vote at the meeting.
All of the foregoing documents, including the minutes of last year's shareholders' meeting, are available for review in the meeting materials. Please note that portions of this meeting, including management's responses to any questions, may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Please review Modine's notice about such statements, which is also available in the meeting materials.
Thank you, Erin. The Inspectors of Election have determined that a majority of the shares outstanding and entitled to vote are represented at the meeting. Accordingly, under the bylaws, there is a quorum present, and this meeting is, therefore, lawfully convened and qualified to do business. As chair, I order the notice of meeting, the proxy statement and form of proxy card, the affidavit of mailing, and the oath and report of the Inspectors of Election be made part of the minutes. The notice of the meeting specifies that this meeting was called to elect the company-nominated slate of three directors for terms expiring in 2029. The nominees are Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams. Notice of no other nomination was given to the corporation. As a result, under our bylaws, no other nominations can be made.
The meeting was also called to approve an advisory vote on the company's named executive officer compensation and to ratify the appointment of the company's independent registered public accounting firm, KPMG. The meeting is now open for discussion, specifically concerning the matters to be voted upon. Isioma, have we received any questions that are pertinent to the business of the meeting?
No. We have not received any questions pertinent to the business of the meeting.
Thank you. Any shareholder who has not yet voted or who wishes to change their vote may do so by clicking the vote button on their screen and following the instructions there. Shareholders who have sent in proxies or voted via telephone or online and who do not wish to change their votes do not need to take any further action. We will pause briefly while the votes are being counted. The polls are now closed as to all matters to be acted upon at this meeting. All proxies and ballots have been submitted. Will the secretary please supply the latest tally of the Inspectors of Election for each of the issues to be voted upon?
Shares of common stock outstanding and entitled to vote are 53,179,179 shares. The shares represented at the meeting in person or by proxy are 90% of the total shares outstanding and entitled to vote. On item 1, the latest tally with respect to the election of directors indicates that each of the directors, Ashleman, Lowe, and Williams, received a majority of the votes cast. On item 2, with regard to the approval of the advisory vote on the company's named executive officer compensation, the latest tally indicates that 97% of the votes cast on this item are in favor. With regard to the ratification of the appointment of KPMG as the independent registered public accounting firm, the latest tally indicates that 99% of the votes cast on this item are in favor.
Thank you, Erin. Since the latest tally of the Inspectors of Election indicates that each of the matters voted upon has received the requisite votes as described in the proxy statement, I now declare that Mr. Ashleman, Mr. Lowe, and Ms. Williams are elected directors of this corporation for terms to expire in 2029. The advisory vote on the company's named executive officer compensation is approved, and KPMG's appointment as the company's independent registered public accounting firm is ratified. No notice of any other business was given to the company in accordance with our bylaws. Therefore, no other business can be properly brought before this annual meeting, and I declare the meeting adjourned. This concludes our 2026 shareholders meeting. Management and the board of directors appreciate your interest in the company. Thank you all for being with us today.
The meeting has now concluded. Thank you for joining, and have a pleasant day.