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BWA > SEC Filings for BWA > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for BORGWARNER INC



Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu

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

At the Annual Meeting of Stockholders of BorgWarner Inc. (the "Company") held on April 30, 2014, the Company's stockholders approved the BorgWarner Inc. 2014 Stock Incentive Plan (the "Plan"). The Plan had been previously adopted by the Company's Board of Directors, subject to stockholder approval, and will be administered by the Compensation Committee of the Board of Directors.

The Plan allows for the award of non-qualified stock options, stock appreciation rights, restricted stock, and stock units to officers, employees and directors of the Company and its subsidiaries. In addition, the Plan permits the award of performance shares, performance share units, and incentive stock options to employees and officers. Subject to certain anti-dilution provisions and other adjustments, the total number of shares available for issuance under the Plan is 8,000,000 shares of the Company's common stock.

Awards may be made under the Plan from April 30, 2014 to April 30, 2024.

The above description of the Plan is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Company's Definitive Proxy Statement filed on March 21, 2014, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of the Stockholders of the Company was held on Wednesday, April 30, 2014. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:

(a) Votes regarding the reelection of Jan Carlson, Dennis C. Cuneo, and Vicki L. Sato to the board of directors:

For Against Withheld/Abstention Broker Non-Votes Carlson 183,117,337 5,973,968 959,068 10,852,215 Cuneo 186,478,370 2,609,306 962,697 10,852,215 Sato 184,517,421 4,665,077 867,875 10,852,215

(b) Votes regarding the selection of the appointment of PriceWaterhouseCoopers LLP as independent auditors of the Company to serve for the fiscal year ending December 31, 2014:

For Against Abstain Broker Non-Votes 197,533,401 2,475,064 894,123 10,852,215

(c) Advisory approval of the Company's executive compensation:

For Against Abstain Broker Non-Votes 178,766,745 7,976,236 3,307,392 10,852,215

(d) Approval of the BorgWarner Inc. 2014 Stock Incentive Plan:

For Against Abstain Broker Non-Votes 168,323,272 16,960,563 4,766,538 10,852,215

(e) Amendment of the Company's Restated Certificate of Incorporation:

For Against Abstain Broker Non-Votes 188,284,613 825,703 940,057 10,852,215

(f) Stockholder proposal concerning simple majority voting:

For Against Abstain Broker Non-Votes 150,574,566 38,456,670 1,019,137 10,852,215

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 BorgWarner Inc. 2014 Stock Incentive Plan, incorporated by reference to Annex A of the Company's Definitive Proxy Statement filed March 21, 2014.

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