Additional Proxy Soliciting Materials (definitive) (defa14a)
March 17 2017 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other
than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule
14a-12
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BorgWarner Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX):
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No fee
required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
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1)
Title of each class of securities to which transaction
applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with
preliminary materials:
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing.
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1)
Amount previously paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4) Date
Filed:
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*** Exercise
Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for
the
Shareholder Meeting to Be Held on April 26, 2017
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Meeting
Information
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Meeting Type:
Annual
Meeting
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For
holders as of:
March 01, 2017
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Date:
April 26,
2017
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Time:
9:00 AM EST
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Location:
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The Townsend Hotel
100
Townsend Street
Birmingham,
MI 48009
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You are receiving this communication because you hold shares in the above
named company.
This is not
a ballot. You cannot use this notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are
available to you on the Internet. You may view the proxy materials online
at
www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage
you to access and review all of the important information contained in the proxy
materials before voting.
See the reverse side of this notice to obtain
proxy materials and voting
instructions.
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Before You Vote
How to Access the
Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Annual
Report on Form 10k 2. Notice & Proxy
Statement
How to
View Online:
Have the information that is
printed in the box marked by the arrow ➔
XXXX XXXX XXXX XXXX
(located on
the following page) and visit:
www.proxyvote.com.
How to
Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you
must request one. There is NO charge for requesting a copy. Please choose one of
the following methods to make your request:
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1)
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BY
INTERNET
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www.proxyvote.com
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2)
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BY
TELEPHONE
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1-800-579-1639
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3)
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BY
E-MAIL*
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sendmaterial@proxyvote.com
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* If
requesting materials by e-mail, please send a blank e-mail with the information
that is printed in the box marked by the arrow ➔
XXXX XXXX XXXX XXXX
(located on
the following page) in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed
above on or before April 12, 2017 to facilitate timely
delivery.
How To Vote
Please Choose One of the
Following Voting Methods
Vote In Person:
If you choose to vote these shares in person at the meeting, you must request a
legal proxy
. To do
so, please follow the instructions at
www.proxyvote.com
or request a paper copy of the materials, which will contain the
appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the
information that is printed in the box marked by the arrow ➔
XXXX XXXX XXXX XXXX
available
and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the
materials, which will include a voting instruction form.
The Board of Directors recommends you vote FOR the
following proposal(s):
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1.
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Election of Directors
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Nominees
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1a
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Jan
Carlson
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1b
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Dennis
C. Cuneo
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1c
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Michael S. Hanley
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1d
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Roger
A. Krone
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1e
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John
R. McKernan, Jr.
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1f
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Alexis
P. Michas
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1g
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Vicki
L. Sato
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1h
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Richard O. Schaum
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1i
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Thomas
T. Stallkamp
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1j
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James
R. Verrier
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The Board of Directors recommends you vote FOR the
following proposal(s):
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2
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Advisory approval of the compensation of our named executive
officers.
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The Board of Directors recommends you vote 1 YEAR on the
following proposal:
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3.
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An advisory vote on
the frequency of advisory votes on the Company's executive compensation
program.
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The Board of Directors recommends you vote FOR
the following proposal(s):
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4
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The selection of
PricewaterhouseCoopers LLP as Independent Registered Public Accounting
firm for the Company for 2017.
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The Board of Directors recommends you vote
AGAINST the following proposal(s):
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5
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Stockholder proposal
to allow certain stockholders to act by written consent.
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NOTE:
Such
other business as may properly come before the meeting or any adjournment
thereof.
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