BorgWarner Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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): April 30, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Stockholders of BorgWarner Inc. (the “Company” or “BorgWarner”) was held on Wednesday, April 30, 2025. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:
(a) Election of Joseph F. Fadool, Sara A. Greenstein, Michael S. Hanley, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors:
For | Against | Abstention | Broker Non-Votes | |||||||||||
| Fadool | 187,555,894 | 254,412 | 321,813 | 12,287,182 | ||||||||||
Greenstein | 186,175,569 | 1,624,148 | 332,402 | 12,287,182 | ||||||||||
Hanley | 187,473,047 | 313,560 | 345,512 | 12,287,182 | ||||||||||
McAlmont | 175,142,260 | 12,644,414 | 345,445 | 12,287,182 | ||||||||||
McWhinney | 184,305,596 | 3,482,873 | 343,650 | 12,287,182 | ||||||||||
Michas | 180,707,774 | 7,081,534 | 342,811 | 12,287,182 | ||||||||||
Shankar | 186,678,420 | 1,116,451 | 337,248 | 12,287,182 | ||||||||||
Thai-Tang | 187,127,616 | 675,642 | 328,861 | 12,287,182 | ||||||||||
(b) Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
For | Against | Abstain | Broker Non-Votes | ||||||||
162,633,360 | 25,105,228 | 393,531 | 12,287,182 | ||||||||
(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2025:
For | Against | Abstain | ||||||
194,875,100 | 5,215,197 | 329,004 | ||||||
(d) Stockholder proposal to remove the one-year holding requirement to call a special meeting of the stockholders:
For | Against | Abstain | Broker Non-Votes | ||||||||
33,325,712 | 154,390,112 | 416,295 | 12,287,182 | ||||||||
Item 7.01 Regulation FD Disclosures
On April 30, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.11 per share of the Company's common stock. The dividend is payable on June 16, 2025 to stockholders of record on June 2, 2025.
On May 1, 2025, the Company issued the press release attached as Exhibit 99.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished as part of this Report.
Exhibit Number | Description | ||||
| 99.1 | |||||
| 104.1 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | ||||
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.
| BorgWarner Inc. | ||||||||
| Date: May 1, 2025 | By: | /s/ Tonit M. Calaway | ||||||
| Name: Tonit M. Calaway | ||||||||
| Title: Executive Vice President and Secretary | ||||||||