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
Number Description
99.1 News Release dated September 22 , 2022
104.1 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses