Form 8-K - Current report

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 1, 2024

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

1.00% Senior Notes due 2031

BWA31

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 o

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

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

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. As previously disclosed on a Current Report on Form 8-K filed on December 5, 2023, Mr. Aaron became the Company’s Executive Vice President and Chief Financial Officer, effective March 1, 2024.

Ms. Kulikowski, 47, served as Vice President, Chief Accounting Officer of Cooper Standard Holdings Inc., a manufacturer of sealing, fuel and brake delivery and fluid transfer systems, from July 2022 to February 2024. From September 2021 to July 2022, she served as VP, Global Internal Audit and Compliance of Cooper Standard. Prior to Cooper Standard, Ms. Kulikowski served as the Assistant Controller, Delphi Accounting and Integration at the Company from October 2020 to May 2021. Prior to the Company, she served as the VP and Assistant Controller of Delphi Technologies PLC from December 2017 to October 2020.

In connection with her appointment, the Company entered into a letter agreement with Ms. Kulikowski. Among other things, the letter agreement provides that, to compensate Ms. Kulikowski for certain forfeitures upon leaving her prior employer and as an inducement for her to join the Company, the Company will grant her a one-time restricted stock award with a value of $300,000, vesting 50% after 1 year and the remainder after 2 years of service. In addition, the Company will pay her a $250,000 cash bonus, half of which is due on the first regular pay date following her date of hire, and the remainder is due on the 6-month anniversary of her hire date.

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

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: March 1, 2024	By:	/s/ Tonit M. Calaway
		Name: Tonit M. Calaway
		Title: Executive Vice President and Secretary

Cover	Mar. 01, 2024
Cover [Abstract]
Document Period End Date	Mar. 01, 2024
Document Type	8-K
Entity File Number	1-12162
Entity Information [Line Items]
Entity Registrant Name	BORGWARNER INC.
Entity Address, Postal Zip Code	48326
Entity Address, Address Line One	3850 Hamlin Road,
Entity Address, City or Town	Auburn Hills,
Entity Address, State or Province	MI
City Area Code	248
Local Phone Number	754-9200
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0000908255
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3404508
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BWA
Security Exchange Name	NYSE
Senior Notes Due November 2022 \| Senior Notes
Entity Information [Line Items]
Title of 12(b) Security	1.00% Senior Notes due 2031
Trading Symbol	BWA31
Security Exchange Name	NYSE