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 26, 2017
BORGWARNER INC.
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(Exact name of registrant as specified in its charter)
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| Delaware | | 1-12162 | | 13-3404508 |
| State or other jurisdiction of | | Commission File No. | | (I.R.S. Employer |
| Incorporation or organization | | | | Identification No.) |
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| 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))
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 26, 2017. 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, Richard O. Schaum, Thomas T. Stallkamp and James R. Verrier to the board of directors:
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| | For | Against | Withheld/Abstention | Broker Non-Votes |
| Carlson | 164,715,208 | 8,521,334 | 8,931,261 | 12,234,448 |
| Cuneo | 180,379,458 | 788,385 | 999,960 | 12,234,448 |
| Hanley | 180,761,931 | 786,292 | 619,580 | 12,234,448 |
| Krone | 180,605,913 | 977,144 | 584,746 | 12,234,448 |
| McKernan, Jr. | 180,626,183 | 919,860 | 621,760 | 12,234,448 |
| Michas | 175,957,972 | 3,823,530 | 2,386,301 | 12,234,448 |
| Sato | 175,431,718 | 5,060,985 | 1,675,100 | 12,234,448 |
| Schaum | 177,323,939 | 3,135,240 | 1,708,624 | 12,234,448 |
| Stallkamp | 175,873,407 | 3,918,015 | 2,376,381 | 12,234,448 |
| Verrier | 179,269,767 | 1,600,076 | 1,297,960 | 12,234,448 |
(b) Advisory approval of the Company's executive compensation:
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| For | Against | Abstain | Broker Non-Votes |
| 163,858,617 | 9,824,962 | 8,484,224 | 12,234,448 |
(c) Advisory vote on the frequency of the advisory vote on compensation of our named executive officers:
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| 1 Year | 2 Years | 3 Years | Abstain |
| 168,343,291 | 265,454 | 13,435,222 | 123,836 |
(d) 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, 2017:
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| For | Against | Abstain | Broker Non-Votes |
| 189,113,498 | 4,947,777 | 340,976 | 12,234,448 |
(e) Stockholder proposal to allow certain stockholders to act by written consent:
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| For | Against | Abstain | Broker Non-Votes |
| 105,420,410 | 64,812,642 | 11,934,751 | 12,234,448 |
The Board of directors has received the stockholders' advisory vote concerning written consent and will consider it and feedback received in the course of investor engagement.
Item 7.01 Regulation FD Disclosure
On April 26, 2017, the Company's board of directors declared a quarterly cash dividend of $0.14 per share of common stock. The dividend is payable on June 15, 2017 to stockholders of record on June 1, 2017.
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
99.1 Press release dated April 27, 2017
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.
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| | BORGWARNER INC. | |
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| Date: April 27, 2017 | By: | /s/ John J. Gasparovic | |
| | Name: | John J. Gasparovic | |
| | Its: | Secretary | |
EXHIBIT INDEX
Exhibit Number Description
99.1 Press release dated April 27, 2017
