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


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