PHINIA files amended charter for BorgWarner spin-off, appoints new director

PHINIA INC.

Rohan S. Weerasinghe appointed to board effective June 27, 2023; named to Audit, Compensation, and Governance Committees.
Amended and Restated Certificate of Incorporation and Bylaws filed with Delaware, effective June 30, 2023.
Spin-off distribution of PHINIA common stock to BorgWarner holders expected on July 3, 2023.
New director receives standard non-employee director fees; no other compensatory arrangements disclosed.

item 3.03 item 5.03 item 5.02 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Rohan S. Weerasinghe

member of the board of directors

PHIN · PHINIA INC.

Effective: 2023-06-27
Filed: June 30, 2023, 7:59 PM ET

Effective on June 27, 2023, Rohan S. Weerasinghe assumed his position as a member of the board of directors (the “Board”) of PHINIA Inc. (the “Company”).

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Rohan S. Weerasinghe was appointed as member of the board of directors at PHINIA INC..

Action: appointed
Role: member of the board of directors

Exact text from the filing

Effective on June 27, 2023, Rohan S. Weerasinghe assumed his position as a member of the board of directors (the “Board”) of PHINIA Inc. (the “Company”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PHINIA INC.: Filed Amended and Restated Certificate of Incorporation effective June 30, 2023 in connection with distribution from BorgWarner (effective 2023-06-30).

Change: charter amendment
Effective: 2023-06-30

Exact text from the filing

the Company filed an Amended and Restated Certificate of Incorporation (as so amended and restated, the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which became effective as of 12:01 a.m. Eastern Daylight time on June 30, 2023 (the “Effective Time”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PHINIA INC.: Approved amendment and restatement of By-Laws effective June 30, 2023 in connection with distribution from BorgWarner.

Change: bylaw amendment

Exact text from the filing

The Company also approved an amendment and restatement of the Company’s By-Laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective at the Effective Time.

View on SEC.gov

Browse all governance changes →

PHINIA INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-076599

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.