0000908255FALSE00009082552024-04-242024-04-240000908255us-gaap:CommonStockMember2024-04-242024-04-240000908255bwa:SeniorNotesDueNovember2022Memberus-gaap:SeniorNotesMember2024-04-242024-04-24

Date of Report (Date of earliest event reported): April 24, 2024

________________________________________________

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (248) 754-9200

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 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 24, 2024. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:

(a) Election of Sara A. Greenstein, Michael S. Hanley, Frédéric B. Lissalde, 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
Greenstein			183,061,860			4,409,741			173,115			12,467,607
Hanley			186,450,731			1,029,904			164,081			12,467,607
Lissalde			186,710,320			781,240			153,156			12,467,607
McAlmont			183,228,897			4,243,429			172,390			12,467,607
McWhinney			181,308,718			6,163,292			172,706			12,467,607
Michas			179,184,219			8,251,787			208,710			12,467,607
Shankar			185,237,626			2,210,260			196,830			12,467,607
Thai-Tang			185,389,245			2,084,759			170,712			12,467,607

(b) Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2024:

Item 7.01 Regulation FD Disclosures

On April 24, 2024, 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 17, 2024 to stockholders of record on June 3, 2024.

On April 25, 2024, the Company issued the press release attached as Exhibit 99.1, which is incorporated herein by reference.

(d)     Exhibits. The following exhibits are being furnished as part of this Report.

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.