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 29, 2020

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:

☐	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))

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
1.80% Senior Notes due 2022		BWA22		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 ☐  

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 5.07     Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Stockholders of BorgWarner Inc. (the “Company” or “BorgWarner”) was held on Wednesday, April 29, 2020. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:

(a) Election of Dennis C. Cuneo, Michael S. Hanley, Frédéric B. Lissalde, Paul A. Mascarenas, John R. McKernan, Jr., Deborah D. McWhinney, Alexis P. Michas, and Vicki L. Sato to the board of directors:

	For	Against	Abstention	Broker Non-Votes
Cuneo	172,206,237	5,524,984	147,840	11,313,699
Hanley	175,697,812	2,046,217	135,032	11,313,699
Lissalde	174,732,042	2,877,003	270,016	11,313,699
Mascarenas	174,524,531	3,047,510	307,020	11,313,699
McKernan	172,363,801	5,205,288	309,972	11,313,699
McWhinney	162,470,559	14,892,199	516,303	11,313,699
Michas	171,836,853	5,904,320	137,888	11,313,699
Sato	161,246,307	16,115,826	516,928	11,313,699

(b) Approval, on an advisory basis, of the compensation of our named executive officers:

For	Against	Abstain	Broker Non-Votes
165,823,487	11,771,821	283,753	11,313,699

(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2020:

For	Against	Abstain
184,432,689	4,694,551	65,520

(d) Stockholder proposal to require stockholder approval of all By-law amendments:

For	Against	Abstain	Broker Non-Votes
8,620,438	167,795,578	1,463,045	11,313,699

Item 7.01 Regulation FD Disclosure.

On April 29, 2020, the board of directors of the Company declared a quarterly cash dividend of $0.17 per share of the Company's common stock. The dividend is payable on June 15, 2020 to stockholders of record on June 1, 2020.

On April 30, 2020, the Company issued the press release attached as Exhibit 99.1, which is incorporated herein by reference.

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	Press Release dated April 30, 2020
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: April 30, 2020	By:	/s/ Tonit M. Calaway
		Name: Tonit M. Calaway
		Title: Executive Vice President and Secretary