BorgWarner (NYSE: BWA) holders back stock plan and $0.17 dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
BorgWarner Inc. held its 2026 annual stockholder meeting and approved an amended and restated 2023 Stock Incentive Plan, adding 8.3 million shares of common stock reserved for issuance under the plan. Stockholders also elected eight directors and gave advisory approval to executive compensation and auditor selection.
Investors voted to ratify PricewaterhouseCoopers LLP as independent auditor for 2026 and approved the Amended and Restated 2023 Stock Incentive Plan, while a stockholder proposal on action by written consent did not pass. Separately, the Board declared a quarterly cash dividend of $0.17 per share, payable on June 15, 2026 to stockholders of record on June 1, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Additional plan shares: 8.3 million shares
Quarterly dividend: $0.17 per share
Dividend payment date: June 15, 2026
+5 more
8 metrics
Additional plan shares
8.3 million shares
Increase in common stock reserved under Amended and Restated 2023 Stock Incentive Plan
Quarterly dividend
$0.17 per share
Cash dividend declared April 29, 2026 on common stock
Dividend payment date
June 15, 2026
Payable date for $0.17 per share dividend
Dividend record date
June 1, 2026
Stockholders of record date for dividend eligibility
Say-on-pay For votes
168,106,859 votes
Advisory approval of named executive officer compensation
Auditor ratification For votes
182,862,445 votes
Ratification of PwC as independent auditor for 2026
Plan approval For votes
165,155,049 votes
Approval of Amended and Restated 2023 Stock Incentive Plan
Written consent proposal For votes
7,092,158 votes
Support for stockholder proposal on action by written consent
Key Terms
Amended and Restated 2023 Stock Incentive Plan, broker non-votes, Regulation FD, independent registered public accounting firm, +1 more
5 terms
Amended and Restated 2023 Stock Incentive Plan financial
"the stockholders approved the amended and restated BorgWarner Inc. 2023 Stock Incentive Plan"
broker non-votes financial
"For | Against | Abstention | Broker Non-Votes Fadool | 174,626,241"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosures On April 29, 2026, the Board declared"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
independent registered public accounting firm financial
"Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"
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, 2026
________________________________________________
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of | Commission File No. | (I.R.S. Employer | ||||||||||||
| Incorporation or organization | Identification No.) | |||||||||||||
| | ||||||||||||||
| (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 | ||||||||||||
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 Wednesday, April 29, 2026, at the 2026 annual meeting of the stockholders (the “Annual Meeting”) of BorgWarner Inc. (the “Company” or “BorgWarner”), the stockholders approved the amended and restated BorgWarner Inc. 2023 Stock Incentive Plan (the “Amended and Restated 2023 Plan”), which was previously approved by the Board of Directors of the Company (the “Board”) on February 4, 2026, subject to stockholder approval. The Amended and Restated 2023 Plan, which became effective upon stockholder approval at the Annual Meeting, provides for an increase of 8.3 million shares of common stock reserved for issuance under the Amended and Restated 2023 Plan.
A description of the terms of the Amended and Restated 2023 Plan is included in “Proposal 4: Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2026, which description is incorporated herein by reference. Such description is a summary only and is qualified in its entirety by reference to the full text of the Amended and Restated, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on Wednesday, April 29, 2026. Matters submitted to stockholders at the Annual Meeting and the voting results thereof were as follows:
(a) Election of Joseph F. Fadool, Sara A. Greenstein, Michael S. Hanley, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors:
For | Against | Abstention | Broker Non-Votes | |||||||||||
Fadool | 174,626,241 | 497,487 | 280,418 | 11,772,156 | ||||||||||
Greenstein | 172,509,049 | 2,627,531 | 267,566 | 11,772,156 | ||||||||||
Hanley | 174,386,590 | 749,192 | 268,364 | 11,772,156 | ||||||||||
McAlmont | 172,749,138 | 2,381,528 | 273,480 | 11,772,156 | ||||||||||
McWhinney | 172,546,276 | 2,591,113 | 266,757 | 11,772,156 | ||||||||||
Michas | 168,149,322 | 6,986,400 | 268,424 | 11,772,156 | ||||||||||
Shankar | 173,400,105 | 1,732,411 | 271,630 | 11,772,156 | ||||||||||
Thai-Tang | 173,967,437 | 1,170,736 | 265,973 | 11,772,156 | ||||||||||
(b) Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
For | Against | Abstain | Broker Non-Votes | ||||||||
168,106,859 | 6,878,029 | 419,258 | 11,772,156 | ||||||||
(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026:
For | Against | Abstain | Broker Non-Votes | ||||||||
182,862,445 | 4,048,763 | 265,094 | — | ||||||||
(d) Approval of the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan:
For | Against | Abstain | Broker Non-Votes | ||||||||
165,155,049 | 9,871,409 | 377,688 | 11,772,156 | ||||||||
(e) Stockholder proposal regarding action by written consent:
For | Against | Abstain | Broker Non-Votes | ||||||||
7,092,158 | 167,086,447 | 1,255,541 | 11,772,156 | ||||||||
Item 7.01 Regulation FD Disclosures
On April 29, 2026, the Board declared a quarterly cash dividend of $0.17 per share of the Company's common stock. The dividend is payable on June 15, 2026 to stockholders of record on June 1, 2026.
On April 30, 2026, the Company issued the press 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 Number | Description | ||||
10.1 | Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan | ||||
99.1 | Press Release dated April 30, 2026 | ||||
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, 2026 | By: | /s/ Tonit M. Calaway | ||||||
| Name: Tonit M. Calaway | ||||||||
| Title: Executive Vice President and Secretary | ||||||||
Exhibit 99.1
Immediate Release
Contact
Patrick Nolan
248.754.0884
BORGWARNER DECLARES QUARTERLY DIVIDEND
Auburn Hills, Michigan, April 30, 2026 – On April 29, 2026, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on June 15, 2026, to stockholders of record on June 1, 2026.
For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we’re helping to build a cleaner, healthier, safer future for all.
FAQ
What did BorgWarner (BWA) stockholders approve at the 2026 annual meeting?
BorgWarner stockholders approved the Amended and Restated 2023 Stock Incentive Plan, adding 8.3 million shares reserved for issuance. They also elected eight directors, ratified PricewaterhouseCoopers LLP as 2026 auditor, and supported executive compensation on an advisory basis.
What quarterly dividend did BorgWarner (BWA) declare in April 2026?
BorgWarner’s Board declared a quarterly cash dividend of $0.17 per share of common stock. The dividend will be paid on June 15, 2026 to stockholders of record as of June 1, 2026, continuing regular cash returns to shareholders.
Which directors were elected to BorgWarner’s Board at the 2026 annual meeting?
Stockholders elected Joseph F. Fadool, Sara A. Greenstein, Michael S. Hanley, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang. Each received more votes “For” than “Against,” with additional broker non-votes reported.
How did BorgWarner stockholders vote on executive compensation in 2026?
On an advisory basis, 168,106,859 votes were cast “For” the compensation of BorgWarner’s named executive officers, with 6,878,029 “Against” and 419,258 abstentions. There were 11,772,156 broker non-votes recorded for this say-on-pay style resolution.
What was the outcome of the BorgWarner stockholder proposal on action by written consent?
The stockholder proposal regarding action by written consent did not pass. It received 7,092,158 votes “For,” 167,086,447 “Against,” and 1,255,541 abstentions, along with 11,772,156 broker non-votes, indicating strong opposition among voting shareholders.