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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BorgWarner Inc | NYSE:BWA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.33 | 4.01% | 34.51 | 34.62 | 33.04 | 33.26 | 2,367,614 | 01:00:00 |
Delaware
(State or other jurisdiction of incorporation) |
1-12162
(Commission File No.) |
13-3404508
(IRS Employer Identification No.) |
| Article II, Sections 7 and 8, regarding advance notice of stockholder proposals, was amended (i) to clarify that postponement or adjournment of an annual meeting does not create another opportunity for stockholders to make proposals or nominate candidates for director; (ii) to require that each director nominee disclose all material monetary agreements between the nominating stockholder and such nominee; (iii) to require each director nominee (including any director nominee proposed by the Company) to complete a questionnaire regarding the nominees background, qualifications and conflicts of interest; and (iv) to require that each stockholder proposing business for consideration at a meeting of the Companys stockholders disclose any economic interests, including any interest in the Company resulting from derivative instruments. | ||
| Article III, Section 10, regarding committees, was amended to provide for the appointment of an emergency committee of the board of directors, even if no quorum of the board or a committee can be assembled. The purpose of this amendment is to facilitate corporate governance should a catastrophic event occur. | ||
| Article VI, Sections 1, 6, 7 and 8, regarding indemnification of directors and officers, was amended to clarify that the entitlement to indemnification of current directors and officers and of former directors and officers cannot be retroactively adversely affected in connection with pre-amendment events. | ||
| Article II, Section 6, regarding notice of meetings, was amended to enable the board of directors to postpone annual meetings of stockholders and postpone or cancel special meetings of stockholders, provided public disclosure is made prior to the meeting date. | ||
| Article III, Section 3, regarding regular meetings of the board of directors, was amended to provide flexibility as to how soon a board meeting must be held following the annual meeting of stockholders. |
Exhibit | ||
Number | Description of Exhibit | |
|
||
3.1
|
Amended and Restated Bylaws of BorgWarner Inc. (as amended and restated on November 12, 2008) | |
|
||
99.1
|
Press release regarding dividends and dividend increase issued by BorgWarner Inc. dated November 12, 2008 |
BORGWARNER INC. | ||||||
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||||||
Date: November 18, 2008
|
By: | /s/ John Gasparovic | ||||
|
Name: |
|
||||
|
Its: | Secretary |
Exhibit | ||
Number | Description of Exhibit | |
|
||
3.1
|
Amended and Restated Bylaws of BorgWarner Inc. (as amended and restated on November 12, 2008) | |
|
||
99.1
|
Press release regarding dividends and dividend increase issued by BorgWarner Inc. dated November 12, 2008 |
1 Year BorgWarner Chart |
1 Month BorgWarner Chart |
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