Welcome to the special meeting of shareholders for Modine Manufacturing Company. Our host for today's call is Erin Roth. I will now turn the call over to your host. Ms. Roth, you may begin.
Thank you, and good morning. Welcome to the special meeting of the shareholders of Modine Manufacturing Company. On the meeting 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 that includes the rules of conduct for the meeting. Please take a moment to review the 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 of the agenda topic, but as is always the case in our shareholder meetings, 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, Erin, and good morning. On behalf of Modine's Board of Directors and the entire management team, I would like to welcome you to this special meeting of the Modine shareholders. Joining me in hosting this meeting is Erin Roth, our Vice President, General Counsel, and Chief Compliance Officer, who is serving as Secretary of this meeting. This special 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. 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. This is a special meeting of the shareholders. Will the Secretary, Erin Roth, please make the necessary announcements so we may proceed with the meeting?
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 the notice and proxy statement were mailed beginning on October 13th, 2026, to each shareholder of record as of the close of business on October 9th, 2026, the record date. As required by Wisconsin statutes, a certified list of the names of all shareholders entitled to notice of 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.
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 transact business. As Chair, I order the notice of meeting, the proxy statement and form of proxy card, the affidavit of the mailing, and the oath and report of the inspectors of election be made part of the minutes. The notice of meeting specifies that this meeting was called to approve a proposal to amend the Amended and Restated Articles of Incorporation of Modine Manufacturing Company to change the name of the company to Modexus Solutions Inc.
The polls are now open. Any shareholder who hasn't 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 now address questions specifically related to the single proposal to be voted upon. Erin, 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. We will pause briefly to allow shareholders to complete their voting. The polls are now closed as to the matter to be acted upon at this meeting. Will the secretary please supply the latest tally of the inspectors of election for the proposal?
Shares of common stock outstanding and entitled to vote at the meeting are 53,196,918. The shares represented at the meeting in person or by proxy are 86.39% of the total shares outstanding and entitled to vote. The latest tally with respect to the proposal to amend the articles of incorporation indicates that an affirmative vote of 2/3 of all votes entitled to be cast on the proposal by all shares entitled to vote at this special meeting has been achieved.
Thank you, Erin. Since the latest tally of the inspectors of election indicates that the matter voted upon has received the requisite votes as described in the proxy statement, I now declare that the shareholders have approved the proposal to amend the Amended and Restated Articles of Incorporation of Modine Manufacturing Company to change the name of the company to Modexus Solutions, Inc. There being no further business properly presented before this special meeting, the meeting is adjourned. Management and the Board of Directors appreciate your interest in Modexus Solutions. Thank you all for being with us today.
This now concludes the meeting. Thank you for joining, and have a pleasant day.