BORGWARNER INC — Proxy Solicitation & Information Statement 2017

Mar 17, 2017

DEFA14A 1 borg3172191-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☑	Definitive Additional Materials
☐	Soliciting Material Under Rule
14a-12

BorgWarner Inc.

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
| | 2)
Form, Schedule or Registration Statement No.: |
| | 3)
Filing Party: |
| | 4) Date
Filed: |

* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 26, 2017

BORGWARNER INC.

| Meeting
Information | |
| --- | --- |
| Meeting Type: Annual
Meeting | |
| For
holders as of: March 01, 2017 | |
| Date: April 26,
2017 | Time: 9:00 AM EST |
| Location: | The Townsend Hotel 100
Townsend Street Birmingham,
MI 48009 |

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Annual Report on Form 10k 2. Notice & Proxy Statement

How to View Online: Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

| 1) | BY
INTERNET : | www.proxyvote.com |
| --- | --- | --- |
| 2) | BY
TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL* : | sendmaterial@proxyvote.com |

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 12, 2017 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy .” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting items

The Board of Directors recommends you vote FOR the following proposal(s):

1.	Election of Directors
	Nominees
1a	Jan
Carlson
1b	Dennis
C. Cuneo
1c	Michael S. Hanley
1d	Roger
A. Krone
1e	John
R. McKernan, Jr.
1f	Alexis
P. Michas
1g	Vicki
L. Sato
1h	Richard O. Schaum
1i	Thomas
T. Stallkamp
1j	James
R. Verrier

The Board of Directors recommends you vote FOR the following proposal(s):

2 Advisory approval of the compensation of our named executive officers.

The Board of Directors recommends you vote 1 YEAR on the following proposal:

| 3. | An advisory vote on
the frequency of advisory votes on the Company's executive compensation
program. |
| --- | --- |
| The Board of Directors recommends you vote FOR
the following proposal(s): | |
| 4 | The selection of
PricewaterhouseCoopers LLP as Independent Registered Public Accounting
firm for the Company for 2017. |
| The Board of Directors recommends you vote
AGAINST the following proposal(s): | |
| 5 | Stockholder proposal
to allow certain stockholders to act by written consent. |

Voting items Continued

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Voting Instructions