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 24, 2024

BORGWARNER INC.
________________________________________________(Exact name of registrant as specified in its charter)
DelawareState or other jurisdiction of1-12162

13-3404508

Commission File No.

(I.R.S. Employer

Incorporation or organization
3850 Hamlin Road,Auburn Hills,Identification No.)
Michigan48326(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 ofthe registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 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:
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

Title of each class

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).
Emerging growth company 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. Submission of Matters to a Vote of Security Holders

Item 5.07

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 ofDirectors:
For
AgainstAbstention
Broker Non-Votes
Greenstein
183,061,860
4,409,741
173,115
12,467,607
Hanley186,450,731
1,029,904
164,081
12,467,607
Lissalde
186,710,320
781,240
153,15612,467,607
McAlmont
183,228,897
4,243,429
172,390
12,467,607
McWhinney
181,308,718
6,163,292
172,706
12,467,607
Michas179,184,219
8,251,787
208,710
12,467,607
Shankar185,237,626
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:
For
136,529,706

Against50,770,702

Abstain
344,308

Broker Non-Votes
12,467,607(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registeredpublic accounting firm for the Company for 2024:
For
193,754,225
Item 7.01

Against6,198,072

Abstain
160,026

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 tostockholders of record on June 3, 2024.
On April 25, 2024, the Company issued the press release attached as Exhibit 99.1, which isincorporated herein by reference.
Item 9.01

Financial Statements and Exhibits(d) Exhibits. The following exhibits are being furnished as part of this Report.
Exhibit
NumberDescription

99.1

Press Release dated April 25, 2024

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: April 25, 2024

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