BORGWARNER INC 8-K

What Happened

• BorgWarner Inc. (BWA) filed a Form 8-K on April 30, 2026 reporting results of its April 29, 2026 annual meeting. Stockholders approved the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan, which became effective at the meeting and increases the shares reserved for issuance by 8.3 million. Eight directors were re-elected (Joseph F. Fadool; Sara A. Greenstein; Michael S. Hanley; Shaun E. McAlmont; Deborah D. McWhinney; Alexis P. Michas; Sailaja K. Shankar; Hau N. Thai‑Tang). The company also declared a dividend of $0.17 per share payable June 15, 2026 to holders of record on June 1, 2026. A press release was furnished as Exhibit 99.1.

Key Details

• Amended and Restated 2023 Stock Incentive Plan: approved at the AGM; adds 8.3 million shares reserved for issuance; plan text attached as Exhibit 10.1.
• Director elections: all eight nominees were elected (vote counts reported in the 8‑K; each received a majority of votes cast).
• Say-on-pay (advisory): 168,106,859 For; 6,878,029 Against; 419,258 Abstain.
• Auditor ratification: PricewaterhouseCoopers LLP ratified as independent auditor for 2026 (182,862,445 For; 4,048,763 Against).
• Shareholder proposal on written consent: defeated — 7,092,158 For vs. 167,086,447 Against.
• Dividend: $0.17 per share, payable June 15, 2026; record date June 1, 2026.

Why It Matters

• The approved increase of 8.3 million shares under the 2023 Stock Incentive Plan makes more equity available for compensation and grants, which can affect share count and potential dilution — important for investors tracking ownership and EPS impact. Re-election of the board and ratification of the auditor signal continuity in governance. The $0.17 dividend is a direct cash return to shareholders with a clear payout and record date. The full plan and press release are attached to the filing for investors seeking the detailed terms.