BORGWARNER INC — Board/Management Information 2023

Feb 14, 2023

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): February 8, 2023

BORGWARNER INC.

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(Exact name of registrant as specified in its charter)

Delaware	1-12162	13-3404508
State or other jurisdiction of	Commission File No.	(I.R.S. Employer
Incorporation or organization		Identification No.)

3850 Hamlin Road,	48326
(Address of principal executive offices)	(Zip Code)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BWA	New York Stock Exchange
1.00% Senior Notes due 2031	BWA31	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously announced on December 6, 2022, BorgWarner Inc. (the “Company”) intends to spin off its Fuel Systems and Aftermarket segments (the “Spin-Off”) into a separate, publicly traded company, PHINIA Inc. (“PHINIA”). On February 14, 2023, the Company announced, pursuant to action of the Company’s Board of Directors on February 8, 2023, that Brady D. Ericson, Vice President of the Company and President and General Manager of the Company’s Fuel Systems and Aftermarket segments, will serve as President and Chief Executive Officer of PHINIA upon the completion of the Spin-Off. At that time, he will no longer hold his positions with the Company. Until the Spin-Off is completed, Mr. Ericson will continue to be employed by the Company in his current positions.

Item 7.01 Regulation FD Disclosure

On February 14, 2023, the Company issued the news 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	News Release dated February 14, 2023
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.

/s/ Tonit M. Calaway
Name: Tonit M. Calaway
Title: Executive Vice President and Secretary