Document

0000908255-17-000009.txt : 20170209 0000908255-17-000009.hdr.sgml : 20170209 20170209090030 ACCESSION NUMBER: 0000908255-17-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170209 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events FILED AS OF DATE: 20170209 DATE AS OF CHANGE: 20170209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORGWARNER INC CENTRAL INDEX KEY: 0000908255 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133404508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12162 FILM NUMBER: 17584845 BUSINESS ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2487549200 MAIL ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 8-K 1 a020917form8k.htm 8-K Document

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): February 8, 2017

BORGWARNER INC.

________________________________________________

(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: (248) 754-9200

(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))


Item 5.02	Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On February 8, 2017, BorgWarner Inc. (the "Company") appointed Roger A. Krone to its board of directors. There are no transactions and no proposed transactions required to be disclosed pursuant to Item 404 (a) of Regulation S-K between Mr. Krone (or any member of his immediate family) and the Company (or any of its subsidiaries), and there is no arrangement or understanding between Mr. Krone and any other person or entity pursuant to which Mr. Krone was appointed as a director of the Company. In connection with the appointment of Mr. Krone, there were no compensatory or other arrangements made with Mr. Krone, though he will be entitled to the same directors' fees as other non-employee directors of the Company.

Item 7.01 Regulation FD Disclosure

On February 8, 2017, the Company's board of directors declared a quarterly cash dividend of $0.14 per share of common stock. The dividend is payable on March 15, 2017 to stockholders of record on March 1, 2017.

On February 8, 2017 and February 9, 2017, the Company issued the press releases attached as exhibits 99.1 and 99.2, respectively, which are incorporated by reference herein.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, are being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

Item 8.01 Other Events

On February 8, 2017, the Company's board of directors authorized the Company to repurchase up to an additional 10 million shares of the Company's common stock on the open market or otherwise, in addition to the approximately 2.2 million shares remaining available for repurchase under previous authorizations. Any repurchase of shares will be subject to, among other things, market conditions and the Company's liquidity needs. The Company is not required to repurchase any shares and it may determine not to do so in its discretion.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description

99.1 Press release dated February 8, 2017

99.2 Press release dated February 9, 2017

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: February 9, 2017	By:	/s/ John J. Gasparovic
	Name:	John J. Gasparovic
	Its:	Secretary

EXHIBIT INDEX

Exhibit Number Description

99.1 Press release dated February 8, 2017

99.2 Press release dated February 9, 2017

EX-99.1 2 a020817rakpressrelease.htm EXHIBIT 99.1 Exhibit



			Media contact:
			Katya Pruett
			Phone: 1-248-754-0550
			Email: mediacontact@borgwarner.com

BorgWarner Appoints

Roger A. Krone to Board of Directors

Auburn Hills, Michigan, February 8, 2017 - BorgWarner announced today that Roger A. Krone has been named to its board of directors. Krone is Chairman and Chief Executive Officer of global science and technology company Leidos Holdings Inc., where he leads 33,000 employees in solving important problems in defense, intelligence, homeland security, civil and health markets. Prior to that, he served as President of Network and Space Systems for The Boeing Company, where his organization provided integrated technologies to government and commercial customers.

“Krone possesses nearly four decades of business experience in technology, acquisitions, program management and finance. His expertise and perspective as a currently-serving CEO of a global business make him well qualified to serve as a member of our board of directors,” said Alexis P. Michas, Non-Executive Chairman, BorgWarner.

Mr. Krone earned a bachelor’s degree in aerospace engineering from the Georgia Institute of Technology, a master’s degree in aerospace engineering from the University of Texas at Arlington, and a Master of Business Administration from the Harvard Graduate School of Business. Mr. Krone is also a certified public accountant (inactive).

About BorgWarner

BorgWarner Inc. (NYSE: BWA) is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. With manufacturing and technical facilities in 62 locations in 17 countries, the company employs approximately 27,000 worldwide. For more information, please visit borgwarner.com.

EX-99.2 3 a020917divpressrelease.htm EXHIBIT 99.2 Exhibit



			Immediate Release
			Contact
			Patrick Nolan
			248.754.0884

BORGWARNER DECLARES QUARTERLY DIVIDEND

Auburn Hills, Michigan, February 9, 2017 - The board of directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.14 per share of common stock. The dividend is payable on March 15, 2017 to shareholders of record on March 1, 2017.

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