BORGWARNER INC — Regulatory Filings 2023

Feb 9, 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

On February 8, 2023 , the Board of Directors (the “Board”) of BorgWarner Inc. (the "Company") acted to increase the size of the Board to nine members and appointed Hau N. Thai-Tang to the Board as an independent director to fill the vacancy created by that increase. There are no transactions and no proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K between Mr. Thai-Tang (or any member of his immediate family) and the Company (or any of its subsidiaries), and there are no arrangements or understandings between Mr. Thai-Tang and any other person or entity pursuant to which Mr. Thai-Tang was appointed as a director of the Company. Mr. Thai-Tang was appointed to serve as a member of the Audit Committee of the Board, which, in addition to Mr. Thai-Tang, is now composed of Michael S. Hanley (chair), Deborah D. McWhinney, and Sailaja K. Shankar .

Item 7.01 Regulation FD Disclosure

On February 8, 2023, the Board of the Company declared a quarterly cash dividend of $0.17 per share of the Company's common stock. The dividend is payable on March 15, 2023 to stockholders of record on March 1, 2023.

On February 8 , 2023 , the Company issued the news release attached as Exhibit 99.1, which is incorporated herein by reference.

On February 9, 2023, the Company issued the press release attached as Exhibit 99.2, which is incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

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 8, 2023
99.2	Press Release dated February 9, 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