Current Report Filing (8-k)

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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): March 30, 2020

BORGWARNER INC.

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(Exact name of registrant as specified in its charter)

Delaware		1-12162		13-3404508
State or other jurisdiction of		Commission File No.		(I.R.S. Employer
Incorporation or organization				Identification No.)

3850 Hamlin Road,	Auburn Hills,	Michigan		48326
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: [phone]

(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
Common Stock, par value $0.01 per share		BWA		New York Stock Exchange
1.80% Senior Notes due 2022		BWA22		New York Stock Exchange

                                                                                                                                             

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 ☐  

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  

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Item 7.01	Regulation FD Disclosure.

 

In light of the economic impacts on BorgWarner Inc. (the “Company” or “BorgWarner”) of and uncertainties related to the COVID-19/coronavirus pandemic, on March 30, 2020, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved a temporary 20% reduction in the base salaries for the Company’s Strategy Board, including the Company’s named executive officers as listed in the Company's most recent proxy statement, such reduction to remain in effect through the second quarter of 2020, with the Compensation Committee retaining the ability to extend such reduction for an additional quarter.

  

For the same reasons, on March 30, 2020, the Corporate Governance Committee of the Board recommended to the Board, and the Board approved, a temporary 20% reduction in the annual cash retainers for non-employee directors for Board service, such reduction to apply to the second quarter of 2020, with the Board retaining the ability to extend such reduction for an additional quarter.

Item 9.01	Financial Statements and Exhibits.

(d)     Exhibits. The following exhibits are being furnished as part of this Report.

Exhibit Number	Description
104.1	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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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 1, 2020	By:	/s/ Tonit M. Calaway
		Name: Tonit M. Calaway
		Title: Executive Vice President and Secretary