Document


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 25, 2018
BORGWARNER INC.
________________________________________________
(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, Auburn Hills, Michigan
 
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:


¨ 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))
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    ¨
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. ¨




Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the amendments to the Company's Restated Certificate of Incorporation, the Board of Directors approved a conforming amendment to Article II, Section 11 of the Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.2 and incorporated by reference herein.


Item 5.07    Submission of Matters to a Vote of Security Holders

The Annual Meeting of the Stockholders of the Company was held on Wednesday, April 25, 2018. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:

(a) Votes regarding the reelection of Jan Carlson, Dennis C. Cuneo, Michael S. Hanley, Roger A. Krone, John R. McKernan, Jr., Alexis P. Michas, Vicki L. Sato, Thomas T. Stallkamp and James R. Verrier to the board of directors:

 
For
Against
Abstention
Broker Non-Votes
Carlson
160,968,575
16,538,134
4,595,440
11,833,620
Cuneo
180,504,320
1,162,111
435,718
11,833,620
Hanley
180,864,412
803,186
434,551
11,833,620
Krone
180,768,543
900,651
432,955
11,833,620
McKernan, Jr.
179,234,213
2,008,866
859,070
11,833,620
Michas
174,692,954
3,809,431
3,599,764
11,833,620
Sato
176,598,265
4,385,512
1,118,372
11,833,620
Stallkamp
173,301,308
6,685,293
2,115,548
11,833,620
Verrier
180,730,212
936,232
435,705
11,833,620


(b) Advisory approval of the Company's executive compensation:

For
Against
Abstain
Broker Non-Votes
170,588,792
10,811,992
701,365
11,833,620

(c) Votes regarding the selection of the appointment of PriceWaterhouseCoopers LLP as independent auditors of the Company to serve for the fiscal year ending December 31, 2018:


For
Against
Abstain
188,146,675
5,313,822
475,272

(d) Approval of the BorgWarner Inc. 2018 Stock Incentive Plan:

For
Against
Abstain
Broker Non-Votes
170,902,832
10,917,894
281,423
11,833,620






(e) Amendment of the Company's Restated Certificate of Incorporation to provide for removal of directors without cause:

For
Against
Abstain
Broker Non-Votes
181,367,535
483,666
250,948
11,833,620

    
(f) Amendment of the Company's Restated Certificate of Incorporation to act by written consent:

For
Against
Abstain
Broker Non-Votes
177,548,620
4,210,873
342,656
11,833,620


(g) Stockholder proposal to amend the Company's proxy access provision:

For
Against
Abstain
Broker Non-Votes
56,374,299
123,670,014
2,057,836
11,833,620

    

Item 7.01    Regulation FD Disclosure

On April 25, 2018, the Company's board of directors declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on June 15, 2018 to stockholders of record on June 1, 2018.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 filed as part of this Report.


                            
Exhibit Number
 
Description    
3.1
 
3.2
 
99.1
 






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 26, 2018
By:
/s/ John J. Gasparovic
 
 
Name:
John J. Gasparovic
 
 
Its:
Secretary
 






EXHIBIT INDEX
                    


Exhibit Number
 
Description    
3.1
 
3.2
 
99.1