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BORGWARNER INC — fact timeline

Source-grounded facts extracted from BORGWARNER INC's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

BWA BORGWARNER INC JSON

Stefan Demmerle was appointed as Vice President, President and General Manager of Battery Energy Systems and Chief Technology Officer at BORGWARNER INC.

“On May 26, 2026, BorgWarner Inc. (the “Company”) appointed Stefan Demmerle to serve as Vice President of BorgWarner Inc., President and General Manager of Battery Energy Systems and Chief Technology Officer of BorgWarner Inc., effective July 1, 2026.”
Earnings Releases

BORGWARNER INC reported full year 2026 results: revenue $14.0 billion to $14.3 billion. Guidance reaffirmed.

“light vehicle markets will be down 3% to approximately flat and a decline in the Company’s Battery Energy Systems segment sales. Net sales are expected to be in the range of $14.0 billion to $14.3 billion in 2026, compared with 2025 net sales of approximately $14.3 billion. The Company’s net sales guidance implies a year-over-year change in organic net s”
Earnings Releases

BORGWARNER INC reported quarter ended March 31, 2026 results: revenue $3,533 million, net income $242 million, EPS $1.24.

“one electric vehicle award in South Korea. Production is expected to begin in 2026 and 2027 in China and 2027 in South Korea. First Quarter Highlights: • U.S. GAAP net sales of $3,533 million, an increase of approximately 1% compared with the first quarter of 2025. ◦ Excluding the impact of foreign currencies, organic net sales decreased 4.2% compared with the first”
Shareholder Votes

BORGWARNER INC shareholders rejected Stockholder proposal regarding action by written consent at the 2026-04-29 meeting.

“(e) Stockholder proposal regarding action by written consent: For Against Abstain Broker Non-Votes 7,092,158 167,086,447 1,255,541 11,772,156”
Shareholder Votes

BORGWARNER INC shareholders approved Approval of the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan at the 2026-04-29 meeting.

“(d) Approval of the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan: For Against Abstain Broker Non-Votes 165,155,049 9,871,409 377,688 11,772,156”
Shareholder Votes

BORGWARNER INC shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026 at the 2026-04-29 meeting.

“(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026: For Against Abstain Broker Non-Votes 182,862,445 4,048,763 265,094 —”
Shareholder Votes

BORGWARNER INC shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers at the 2026-04-29 meeting.

“(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 168,106,859 6,878,029 419,258 11,772,156”
Shareholder Votes

BORGWARNER INC shareholders approved Election of Joseph F. Fadool, Sara A. Greenstein, Michael S. Hanley, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors at the 2026-04-29 meeting.

“Matters submitted to stockholders at the Annual Meeting and the voting results thereof were as follows: (a) Election of Joseph F. Fadool, Sara A. Greenstein, Michael S. Hanley, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors: For Against Abstention Broker Non-Votes Fadool 174,626,241 497,487 280,418 11,772,156 Greenstein 172,509,049 2,627,531 267,566 11,772,156 Hanley 174,386,590 749,192 268,364 11,772,156 McAlmont 172,749,138 2,381,528 273,480 11,772,156 McWhinney 172,546,276 2,591,113 266,757 11,772,156 Michas 168,149,322 6,986,400 268,424 11,772,156 Shankar 173,400,105 1,732,411 271,630 11,772,156 Thai-Tang 173,967,437 1,170,736 265,973 11,772,156”

Joseph F. Fadool was appointed as Member of the Board of Directors at BORGWARNER INC.

“the Board has acted to appoint Mr. Fadool to the Board to fill the resulting vacancy”

Joseph F. Fadool was appointed as President and Chief Executive Officer at BORGWARNER INC.

“Joseph F. Fadool, currently the Company’s Executive Vice President of BorgWarner Inc. and Chief Operating Officer, has been appointed to succeed him as President and Chief Executive Officer.”

Frederic B. Lissalde departed as Member of the Board of Directors at BORGWARNER INC.

“Mr. Lissalde has delivered his resignation as a member of the Board”

Frederic B. Lissalde departed as President and Chief Executive Officer at BORGWARNER INC.

“Frederic B. Lissalde, the President and Chief Executive Officer of the Company, will retire”

Joseph F. Fadool was appointed as Executive Vice President and Chief Operating Officer at BORGWARNER INC.

“On May 30, 2024, BorgWarner Inc. (the “Company”) announced the appointment of Joseph F. Fadool, currently the Company’s Vice President and President and General Manager, Emissions, Thermal and Turbo Systems, to the role of Executive Vice President of BorgWarner Inc. and Chief Operating Officer, effective July 1, 2024.”
Shareholder Votes

BORGWARNER INC shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2024 at the 2024-04-24 meeting.

“Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2024:”
Shareholder Votes

BORGWARNER INC shareholders approved Approval, on an advisory basis, of the compensation of the Company’s named executive officers at the 2024-04-24 meeting.

“Approval, on an advisory basis, of the compensation of the Company’s named executive officers:”
Shareholder Votes

BORGWARNER INC shareholders approved Election of Sara A. Greenstein, Michael S. Hanley, Frédéric B. Lissalde, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors at the 2024-04-24 meeting.

“Election of Sara A. Greenstein, Michael S. Hanley, Frédéric B. Lissalde, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors:”

Amy B. Kulikowski was appointed as Vice President and Chief Accounting Officer at BORGWARNER INC.

“On March 1, 2024, BorgWarner Inc. (the “Company”) issued a press release announcing the appointment of Amy B. Kulikowski to the role of Vice President and Chief Accounting Officer, effective March 1, 2024, succeeding Craig D. Aaron, who was the Company’s principal accounting officer.”
Earnings Releases

BORGWARNER INC reported fourth quarter and full-year ended December 31, 2023 results: revenue $3,522 million for the fourth quarter, net income $0.64 per diluted share, EPS $0.64 per diluted share.

“plug-in hybrid (PHEV) and range extended (REEV) electric vehicle passenger car platforms. Fourth Quarter Highlights (continuing operations basis): • U.S. GAAP net sales of $3,522 million, an increase of 6.2% compared with fourth quarter 2022. ◦ Excluding the impact of foreign currencies and the net impact of net M&A, organic sales were up 4.4% compared with”

Craig D. Aaron was appointed as Executive Vice President and Chief Financial Officer at BORGWARNER INC.

“On December 5, 2023, the Company announced the appointment of Craig D. Aaron, currently the Company’s Vice President and Controller, to the role of Executive Vice President and Chief Financial Officer, effective March 1, 2024, succeeding Mr. Nowlan in that role.”

Kevin A. Nowlan departed as Executive Vice President and Chief Financial Officer at BORGWARNER INC.

“On November 30, 2023, Kevin A. Nowlan, Executive Vice President and Chief Financial Officer of BorgWarner Inc. (the “Company”), notified the Company of his intention to retire as Executive Vice President and Chief Financial Officer effective March 1, 2024.”
Earnings Releases

BORGWARNER INC reported quarter and nine months ended September 30, 2023 results: revenue $3,622 million, net income $0.37 per diluted share, EPS $0.37 per diluted share. Guidance reaffirmed.

“a 2021 base year and to reduce absolute Scope 3 GHG emissions 25% by 2030 from a 2021 base year. Third Quarter Highlights (continuing operations basis): • U.S. GAAP net sales of $3,622 million, an increase of 12% compared with third quarter 2022. ◦ Excluding the impact of foreign currencies and the acquisitions of Drivetek and SSE, organic sales were up 11% compared”
Debt Financings

BORGWARNER INC amended revolving credit of up to $2.0 billion with Bank of America, N.A., as administrative agent at varying rates based upon (i) the type of borrowing under the Credit Facility and maturing September 22, 2028.

“On September 22, 2023, BorgWarner Inc. (the “Company”) entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders under which the lenders committed to provide loans under an unsecured revolving credit facility (the “Credit Facility”) in an initial maximum principal amount of up to $2.0 billion.”
Material Agreements

BORGWARNER INC amended Fifth Amended and Restated Credit Agreement with Bank of America, N.A. valued at $2.0 billion revolving credit facility; can be increased by up to $1.0 billion (effective 2023-09-22).

“On September 22, 2023, BorgWarner Inc. (the “Company”) entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders under which the lenders committed to provide loans under an unsecured revolving credit facility (the “Credit Facility”) in an initial maximum principal amount of up to $2.0 billion.”
Earnings Releases

BORGWARNER INC reported quarter and six months ended June 30, 2023 results: revenue $4,520 million, net income $204 million, EPS $0.87 per diluted share. Guidance raised.

“• BorgWarner expects its 2023 eProduct sales to be $2.3 billion to $2.4 billion, up from approximately $1.5 billion in 2022. Second Quarter Highlights: • U.S. GAAP net sales of $4,520 million, an increase of 20% compared with second quarter 2022. ◦ Excluding the impact of foreign currencies and the acquisitions of Santroll’s light vehicle eMotor business, Rhombus”
M&A Transactions

BORGWARNER INC completed a disposition involving PHINIA Inc. for distribution of 100% of the outstanding shares of common stock of PHINIA Inc. to holders of record of common stock of the Company on a pro rata basis; each hold (closed 2023-07-03).

“On July 3, 2023 (the “Distribution Date”), at 5:00 p.m. Eastern Daylight time, BorgWarner Inc. (the “Company”, “we,” “us,” or “our”) completed the previously announced separation of our Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro rata basis (the “Spin-Off”).”
Material Agreements

BORGWARNER INC entered into Intellectual Property Cross-License Agreement with PHINIA Inc. valued at Intellectual Property Cross-License Agreement for cross-licensing of intellectual property post-spin (effective 2023-07-03).

“In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.”
Material Agreements

BORGWARNER INC entered into Employee Matters Agreement with PHINIA Inc. valued at Employee Matters Agreement regarding employee benefits and obligations post-spin-off. (effective 2023-07-03).

“In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.”
Material Agreements

BORGWARNER INC entered into Tax Matters Agreement with PHINIA Inc. valued at Tax Matters Agreement regarding tax obligations post-spin-off. (effective 2023-07-03).

“In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.”
Material Agreements

BORGWARNER INC entered into Transition Services Agreement with PHINIA Inc. valued at Transition Services Agreement for post-spin-off services. (effective 2023-07-03).

“In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.”
Material Agreements

BORGWARNER INC entered into Separation and Distribution Agreement with PHINIA Inc. valued at Separation and Distribution Agreement governing the separation and distribution of Fuel Systems and (effective 2023-07-02).

“ay of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro rata basis (the “Spin-Off”).”
Earnings Releases

BORGWARNER INC reported the quarter ended March 31, 2023 results: revenue $4,180 million, net income $0.93 per diluted share, EPS $0.93 per diluted share. Guidance reaffirmed.

“a program win to provide DC fast chargers to the Pontiac, Michigan school district in support of its electric school buses. First Quarter Highlights: • U.S. GAAP net sales of $4,180 million, an increase of 8% compared with first quarter 2022. ◦ Excluding the impact of foreign currencies and the acquisitions of Santroll’s light vehicle eMotor business, Rhombus Energy”
Shareholder Votes

BORGWARNER INC shareholders rejected Stockholder proposal to request Board publish a Just Transition Report at the 2023-04-26 meeting.

“(g) Stockholder proposal to request the Board of Directors to publish a Just Transition Report: For Against Abstain Broker Non-Votes 61,160,764 129,810,952 3,379,200 13,818,106”
Shareholder Votes

BORGWARNER INC shareholders rejected Stockholder proposal to change ownership threshold to call special meeting at the 2023-04-26 meeting.

“(f) Stockholder proposal to change the ownership threshold to call a special meeting of the stockholders: For Against Abstain Broker Non-Votes 84,485,984 109,604,506 260,426 13,818,106”
Shareholder Votes

BORGWARNER INC shareholders approved Approval of the BorgWarner Inc. 2023 Stock Incentive Plan at the 2023-04-26 meeting.

“(e) Approval of the BorgWarner Inc. 2023 Stock Incentive Plan: For Against Abstain Broker Non-Votes 178,779,067 15,353,404 218,445 13,818,106”
Shareholder Votes

BORGWARNER INC shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor for 2023 at the 2023-04-26 meeting.

“(d) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2023: For Against Abstain 201,597,194 6,432,463 139,365”
Shareholder Votes

BORGWARNER INC shareholders approved Advisory vote on frequency of named executive officer compensation at the 2023-04-26 meeting.

“(c) Approval, on an advisory basis, of the frequency of voting on named executive officer compensation: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 181,220,189 111,324 12,830,132 189,271 13,818,106”
Shareholder Votes

BORGWARNER INC shareholders approved Advisory vote on compensation of named executive officers at the 2023-04-26 meeting.

“(b) Approval, on an advisory basis, of the compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 179,505,117 14,546,724 299,075 13,818,106”
Shareholder Votes

BORGWARNER INC shareholders approved Election of Directors at the 2023-04-26 meeting.

“(a) Election of Sara A. Greenstein, Michael S. Hanley, Frédéric B. Lissalde, Shaun E. McAlmont, Deborah D. McWhinney, Alexis P. Michas, Sailaja K. Shankar, and Hau N. Thai-Tang to the Board of Directors: For Against Abstention Broker Non-Votes Greenstein 190,627,664 3,547,471 175,781 13,818,106 Hanley 192,492,097 1,680,131 178,688 13,818,106 Lissalde 193,626,131 545,206 179,579 13,818,106 McAlmont 190,172,948 3,540,844 637,124 13,818,106 McWhinney 189,826,316 4,350,932 173,668 13,818,106 Michas 179,927,645 14,248,911 174,360 13,818,106 Shankar 193,051,686 1,118,638 180,592 13,818,106 Thai-Tang 193,484,803 684,137 181,976 13,818,106”

Brady D. Ericson was appointed as President and Chief Executive Officer of PHINIA at BORGWARNER INC.

“Brady D. Ericson, Vice President of the Company and President and General Manager of the Company’s Fuel Systems and Aftermarket segments, will serve as President and Chief Executive Officer of PHINIA upon the completion of the Spin-Off.”

Brady D. Ericson departed as Vice President and President and General Manager of Fuel Systems and Aftermarket segments at BORGWARNER INC.

“he will no longer hold his positions with the Company.”
Earnings Releases

BORGWARNER INC reported financial results for quarter and year ended December 31, 2022.

“On February 9, 2023, BorgWarner Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022.”

Hau N. Thai-Tang was appointed as Independent Director at BORGWARNER INC.

“On February 8, 2023, the Board of Directors (the “Board”) of BorgWarner Inc. (the "Company") acted to increase the size of the Board to nine members and appointed Hau N. Thai-Tang to the Board as an independent director to fill the vacancy created by that increase.”

Paul A. Mascarenas resigned as Director at BORGWARNER INC.

“On November 30, 2022, Paul A. Mascarenas, a member of the Board of Directors (the “Board”) of BorgWarner Inc. (the “Company”), advised the Board that he was resigning from the Board effective December 1, 2022 due to potential conflicts of interest in light of his other board memberships”
Material Agreements

BORGWARNER INC entered into a supply with Wolfspeed, Inc. valued at $650 million (effective 2022-11-16).

“Simultaneously with the execution of the letter agreement, BorgWarner and Wolfspeed entered into an agreement under which Wolfspeed agreed to provide a silicon carbide manufacturing capacity corridor to BorgWarner. Under the multiyear agreement between BorgWarner and Wolfspeed, beginning in 2024, BorgWarner will be entitled to purchase up to $650 million of devices annually as BorgWarner requirements increase.”
Material Agreements

BORGWARNER INC entered into a notes offering with Wolfspeed, Inc. valued at $500 million (effective 2022-11-16).

“On November 16, 2022, BorgWarner Inc. (the “ Company ” or “ BorgWarner ”) entered into a letter agreement with Wolfspeed, Inc. (NYSE: WOLF) (“ Wolfspeed ”) under which BorgWarner agreed to invest up to $500 million in a not-less-than $1 billion convertible debt offering (the “ Offering ”) by Wolfspeed, a semiconductor company focused on silicon carbide and GaN technologies.”

Daniel R. Etue was appointed as Vice President and Treasurer at BORGWARNER INC.

“Also effective on December 15, 2022, the Company appointed Mr. Etue to succeed Mr. Aaron as the Company’s Vice President and Treasurer.”

Craig D. Aaron was appointed as Vice President and Controller at BORGWARNER INC.

“On November 9, 2022, BorgWarner Inc. (the “Company”) appointed Craig D. Aaron to the position of Vice President and Controller, where he will serve as the Company’s principal accounting officer, effective on December 15, 2022, succeeding Daniel R. Etue in that role.”

Sailaja K. Shankar was appointed as Director at BORGWARNER INC.

“On September 22, 2022, the Board of Directors (the “Board”) of BorgWarner Inc. (the "Company") acted to increase the size of the Board to nine members and appointed Sailaja K. Shankar to the Board as an independent director to fill the vacancy created by that increase.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.