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BorgWarner Inc. – ‘8-K’ for 9/22/22

On:  Thursday, 9/22/22, at 8:10am ET   ·   For:  9/22/22   ·   Accession #:  908255-22-34   ·   File #:  1-12162

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  As Of               Filer                 Filing    For·On·As Docs:Size

 9/22/22  BorgWarner Inc.                   8-K:5,7,9   9/22/22   12:960K

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     41K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     10K 
 7: R1          Cover                                               HTML     52K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- bwa-20220922_htm                    XML     27K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- bwa-20220922_def                 XML     39K 
 5: EX-101.LAB  XBRL Labels -- bwa-20220922_lab                      XML     91K 
 6: EX-101.PRE  XBRL Presentations -- bwa-20220922_pre               XML     44K 
 3: EX-101.SCH  XBRL Schema -- bwa-20220922                          XSD     12K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    20K 
12: ZIP         XBRL Zipped Folder -- 0000908255-22-000034-xbrl      Zip     24K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  bwa-20220922  
 i 0000908255 i FALSE00009082552022-09-222022-09-220000908255us-gaap:CommonStockMember2022-09-222022-09-220000908255bwa:SeniorNotesDueNovember2022Memberus-gaap:SeniorNotesMember2022-09-222022-09-22

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 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):  i September 22, 2022

 i BORGWARNER INC.
________________________________________________
(Exact name of registrant as specified in its charter)
 i Delaware i 1-12162 i 13-3404508
State or other jurisdiction ofCommission File No.(I.R.S. Employer
Incorporation or organization Identification No.)
 i 3850 Hamlin Road,  i Auburn Hills, i Michigan  i 48326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( i 248)  i 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:
 i oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i oPre-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
 i Common Stock, par value $0.01 per share i BWA i New York Stock Exchange
 i 1.00% Senior Notes due 2031 i BWA31 i 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  i 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 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.

Item 7.01    Regulation FD Disclosure

On September 22, 2022, the Company issued the news release attached as Exhibit 99.1, 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, 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
104.1The 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: September 22, 2022By:/s/ Tonit M. Calaway
Name: Tonit M. Calaway
Title: Executive Vice President and Secretary



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
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