__________________________________________________________________
ARNOLD & PORTER LLP
_________________________________________
Richard E. Baltz
Richard.Baltz@aporter.com
+1 202.942.5124
+1 202.942.5999 Fax
555 Twelfth Street, NW
Washington, DC 20004-1206
March 16, 2015
BY EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Ryan Adams
Re: | BorgWarner Inc. (File No. 001-12162) |
Preliminary Proxy Materials filed on March 4, 2015
Ladies and Gentlemen:
On behalf of BorgWarner Inc. (the “Company”), we are responding to the Staff’s request for clarification of the last sentence of paragraph 4 on page 48 of the preliminary proxy statement. In response to the Staff’s comment, we will revise the disclosure as follows:
If both Proposal 6 and Proposal 7 are approved, the Company will implement Proposal 6 and not act on Proposal 7. The Company will consider approval of affirmative votes for Proposal 6 as also supporting the implementation of Proposal 6 even if Proposal 7 is approved. The Company believes that this approach is appropriate because approval of Proposal 6 requires a supermajority vote of stockholders and is necessary to amend the Certificate under Delaware law. In contrast, approval of Proposal 7 is advisory and non-binding on the board.
The Company will include the revised language in its definitive proxy statement.
The Company has advised us that it acknowledges that:
• | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
• | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
• | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Feel free to call the undersigned with any additional questions or comments.
Sincerely, | ||||
/s/ Richard E. Baltz | ||||
Richard E. Baltz | ||||
cc: | John J.Gasparovic | |||
Laurene H. Horiszny |