8-K
BORGWARNER INC (BWA)
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): September 22, 2022
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
|---|---|---|
| Common Stock, par value $0.01 per share | BWA | New York Stock Exchange |
| 1.00% Senior Notes due 2031 | BWA31 | 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 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<br><br>Number | Description |
|---|---|
| 99.1 | NewsRelease datedSeptember 22, 2022 |
| 104.1 | 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.
| BorgWarner Inc. | ||
|---|---|---|
| Date: September 22, 2022 | By: | /s/ Tonit M. Calaway |
| Name: Tonit M. Calaway | ||
| Title: Executive Vice President and Secretary |
Document
News Release
BorgWarner Appoints
Sailaja Shankar to its Board of Directors
Auburn Hills, Michigan, September 22, 2022 – BorgWarner announced today that Sailaja Shankar has been named to its Board of Directors.
“We are pleased to welcome Sailaja to BorgWarner’s Board of Directors," said Alexis P. Michas, non-executive chairman of the board of BorgWarner. “Sailaja’s breadth of leadership experience through strategic change in large enterprise organizations, coupled with her digital, cybersecurity, software, and software applications knowledge make her a strong complement to our board as our product line continues to evolve and we deliver on Charging Forward.”
Ms. Shankar is the Senior Vice President and General Manager of the Cisco Security Business Group (SBG) (NASDAQ: CSCO), the worldwide leader in technology that powers the Internet, where she is responsible for the company's global security business—including its innovative strategy, portfolio, and architecture.
Prior to joining Cisco, Ms. Shankar served as Senior Vice President of Engineering, Enterprise at McAfee (NASDAQ: MCFE), responsible for its security and threat defense solutions across endpoint, extended detection and response, data center security, and cloud native application protection.
Ms. Shankar holds a Bachelor of Science in Chemistry from Maris Stella College, and a Bachelor’s and Master of Arts from Andhra University in Mass Communications/Journalism and English Literature.
About BorgWarner
For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. Today, we’re accelerating the world’s transition to eMobility — to help build a cleaner, healthier, safer future for all.
Sailaja Shankar has been named to BorgWarner’s board of directors.
PR contact:
Michelle Collins
Phone: +1 248-754-0449
Email: mediacontact@borgwarner.com