Not independent
Tenure on this board
1.3 yrs
8 nominees · 5 ballot items.
Election of eight directors; Advisory approval of named executive officer compensation (say-on-pay); Ratification of PricewaterhouseCoopers LLP as auditor; Approval of the Amended and Restated 2023 Stock Incentive Plan; Vote on stockholder proposal regarding action by written consent.
Elect eight nominees to the board of directors to serve for one-year terms.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation paid to BorgWarner’s named executive officers, as fully described in the Compensation Discussion and Analysis and executive compensation tables. Management seeks this endorsement to validate its pay-for-performance design, which emphasizes a majority of pay tied to short-term and long-term performance metrics (BW AOM, BW FCF, Business Unit metrics, Relative TSR, Relative Revenue Growth, and Cumulative Adjusted EPS). The board and Compensation Committee cite 2025 results — including strong adjusted operating margin and free cash flow — to justify awards and payouts, and they note active stockholder engagement and prior strong say-on-pay support as context. The committee’s rationale includes benchmarking to peer groups, use of an independent compensation consultant, and governance features such as clawbacks, stock ownership guidelines, and caps on payouts. While advisory and non-binding, a FOR vote is management’s preferred outcome; the committee will consider the result in future compensation decisions, making the proposal an important mechanism for signaling shareholder acceptance of compensation policies and alignment with long-term strategy.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve an amendment and restatement to increase the share reserve of the 2023 Stock Incentive Plan by 8.3 million shares to continue equity awards for retention and incentives.
This management proposal asks stockholders to approve an amendment and restatement to the Company’s 2023 Stock Incentive Plan to increase the authorized share pool by 8.3 million shares (bringing the total reserve to 19.6 million shares). Management seeks shareholder approval because the Company uses equity awards as a primary retention and long-term incentive tool and projects that without the additional shares it could face constraints in granting competitive awards to attract and retain talent. The board justifies the request by disclosing estimated dilution (approx. 7.2% if all outstanding, available, and new shares are considered), a moderate historical burn rate (~0.9% three-year average), and describing multiple governance protections embedded in the plan (minimum one-year vesting generally, prohibition on option repricing without stockholder approval, no dividends/dividend equivalents on unvested awards, double-trigger change-in-control treatment, caps on non-employee director awards, and clawback/rescission features). The proposal is directly tied to compensation strategy and talent retention; the board recommends FOR to maintain flexibility for long-term incentives while preserving robust shareholder protections.
A stockholder proposal requesting the board permit stockholder action by written consent at the minimum ownership threshold necessary to authorize an action at a meeting (without ownership length restrictions), effectively lowering thresholds and allowing shareholders to initiate written consents on any topic.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.6% | 13,518,484 | $734M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 11,357,928 | $616M |
| 3 | BlackRock, Inc. | 5.4% | 10,996,309 | $597M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 9,287,383 | $504M |
| 5 | BlackRock, Inc. | 3.7% | 7,616,541 | $413M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 3.4% | 7,072,932 | $381M |
| 7 | STATE STREET CORP | 3.4% | 6,975,144 | $378M |
| 8 | LSV ASSET MANAGEMENT | 3.1% | 6,451,864 | $350M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.2% | 4,418,389 | $240M |
| 10 | GOLDMAN SACHS GROUP INC | 2.0% | 4,155,290 | $225M |
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