Registrant’s telephone number, including area code: (i248) i754-9200
(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:
io
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
iCommon
Stock, par value $0.01 per share
iBWA
iNew York Stock Exchange
i1.00%
Senior Notes due 2031
iBWA31
iNew 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 io
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 September 22, 2022, the Board of Directors (the “Board”)
of BorgWarner Inc. (the "Company") acted to increase the size of the Board to nine members and appointed Sailaja K. Shankar 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 Ms. Shankar (or any member of her immediate family) and the Company (or any of its subsidiaries), and there are no arrangements or understandings between Ms. Shankar and any other person or entity pursuant to which Ms. Shankar was appointed as a director of the Company. In connection with the appointment of Ms. Shankar, there are no new or modified
compensatory or other arrangements made with Ms. Shankar, though she will be entitled to the same directors' fees and compensation as other non-employee directors of the Company. At the time of her appointment, Ms. Shankar was not appointed to serve as a member of any committee of the Board.
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 furnished as part of this Report.
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.