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BWA · Additional Proxy Materials (DEFA14A) · Filed March 19, 2026

Borgwarner Inc — Additional Proxy Materials (DEFA14A)

Form
DEFA14A
Filed
March 19, 2026
Ticker
BWA
Accession
0001104659-26-031750
Boardroom Alpha · Filing insights

BorgWarner Inc.'s board urges support for directors, pay, auditor, and stock plan; opposes written-consent proposal.

About Borgwarner Inc
Market cap
$15.2B
1Y TSR
+97.0%
3Y TSR
+17.7%
Board grade
C+
Sector
Consumer Cyclical
CEO
Joseph F Fadool
Last annual meeting: Apr 29, 2026 · View full Borgwarner Inc profile →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

    Filed by the Registrant

   Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:

    Preliminary Proxy Statement

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Definitive Proxy Statement

    Definitive Additional Materials

    Soliciting Material under §240.14a-12

Graphic

BorgWarner Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

    No fee required

    Fee paid previously with preliminary materials

    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # QAARV1-P12345 Get informed before you vote Ricky Campana P.O. Box 123456 Suite 500 51 Mercedes Way Edgewood, NY 11717 148,294 322,224 1 OF 4 30# XXXX XXXX XXXX XXXX V2.1 BORGWARNER INC. 2026 Annual Meeting Vote by April 28, 2026 11:59 PM ET BORGWARNER INC. ATTN: FAVIOLA BOGEN 3850 HAMLIN RD. AUBURN HILLS, MI 48326 You invested in BORGWARNER INC. and it's time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on April 29, 2026. View the Notice & Proxy Statement, Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 15, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote in Person at the Meeting* April 29, 2026 9:00 AM EDT 3850 Hamlin Road Auburn Hills, Michigan, 48326 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

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THIS IS NOT A VOTABLE BALLOT Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. QAARV2-P12345 Voting Items Board Recommends Control # XXXX XXXX XXXX XXXX THE COMPANY NAME INC. - COMMON ASDFGHJKL 123456789.1234 THE COMPANY NAME INC. - CLASS A 123456789.1234 THE COMPANY NAME INC. - CLASS B 123456789.1234 THE COMPANY NAME INC. - CLASS C 123456789.1234 THE COMPANY NAME INC. - CLASS D 123456789.1234 THE COMPANY NAME INC. - CLASS E 123456789.1234 THE COMPANY NAME INC. - CLASS F 123456789.1234 THE COMPANY NAME INC. - 401 K 123456789.1234 SHARE CLASSES REPRESENTED FOR VOTING 1.00000 322,224 148,294 CLT ID This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. 1. Election of Directors Nominees: 1A Joseph F. Fadool For 1B Sara A. Greenstein For 1C Michael S. Hanley For 1D Shaun E. McAlmont For 1E Deborah D. McWhinney For 1F Alexis P. Michas For 1G Sailaja K. Shankar For 1H Hau N. Thai-Tang For 2. Approve, on an advisory basis, the compensation of our named executive officers. For 3. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026. For 4 Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan. For 5 Vote on stockholder proposal regarding action by written consent. Against NOTE: Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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Get informed before you vote *If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.ProxyVote.com or request a paper copy of the materials, which will contain the appropriate instructions. Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number Your Vote Counts! FLASHID-JOB# For complete information and to vote, visit www.ProxyVote.com Control # Ricky Campana P.O. Box 123456 Suite 500 51 Mercedes Way Edgewood, NY 11717 148,294 322,224 1 OF 2 30# Hextone, Inc. P.O. Box 9142 Farmingdale, NY 11735 XXXX XXXX XXXX XXXX BORGWARNER INC. 2026 Annual Meeting Vote by April 28, 2026 11:59 PM ET You invested in BORGWARNER INC. and it's time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 29, 2026. View the Notice & Proxy Statement, Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 15, 2026. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote in Person at the Meeting* April 29, 2026 9:00 AM EDT 3850 Hamlin Road Auburn Hills, Michigan, 48326

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Voting Items Board Recommends THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com FLASHID-JOB# Control # XXXX XXXX XXXX XXXX 1.00000 322,224 148,294 Under New York Stock Exchange rules, brokers may vote “routine” matters at their discretion if your voting instructions are not communicated to us at least 10 days before the meeting. We will nevertheless follow your instructions, even if the broker’s discretionary vote has already been given, provided your instructions are received prior to the meeting date. BORGWARNER INC. 2026 Annual Meeting Vote by April 28, 2026 11:59 PM ET 1. Election of Directors Nominees: 1A Joseph F. Fadool For 1B Sara A. Greenstein For 1C Michael S. Hanley For 1D Shaun E. McAlmont For 1E Deborah D. McWhinney For 1F Alexis P. Michas For 1G Sailaja K. Shankar For 1H Hau N. Thai-Tang For 2. Approve, on an advisory basis, the compensation of our named executive officers. For 3. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026. For 4 Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan. For 5 Vote on stockholder proposal regarding action by written consent. Against NOTE: Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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More filings

Other filings from Borgwarner Inc (BWA)

Reference

Frequently asked questions

When did Borgwarner Inc file this DEFA14A?
Borgwarner Inc (BWA) filed this Additional Proxy Materials (DEFA14A) with the SEC on March 19, 2026. The accession number assigned by EDGAR is 0001104659-26-031750.
What does a DEFA14A disclose?
DEFA14A is additional definitive proxy soliciting material filed in connection with a shareholder meeting — supplemental letters, slides, or amendments issued after the main proxy statement.
What is the key takeaway from this filing?
BorgWarner Inc.'s board urges support for directors, pay, auditor, and stock plan; opposes written-consent proposal. This is Boardroom Alpha's one-line summary of the additional proxy materials; see the full filing text above for the formal disclosure.
Where can I find Borgwarner Inc's prior proxy statements on EDGAR?
The SEC EDGAR browser lists every DEFA14A Borgwarner Inc has filed under CIK 908255, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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