BorgWarner (BWA) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 29, 2026, at Auburn Hills, Michigan, with voting available online, by mail, or in person until April 28, 2026.

• Shareholders are encouraged to review proxy materials and annual reports online or request copies by April 15, 2026.

• Meeting will address director elections, executive compensation, auditor ratification, stock incentive plan, and a shareholder proposal.

Voting matters and shareholder proposals

• Election of eight directors, all recommended by the board.

• Advisory vote to approve named executive officer compensation.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of the Amended and Restated 2023 Stock Incentive Plan.

• Shareholder proposal regarding action by written consent, with board recommending a vote against.

Board of directors and corporate governance

• Board recommends all director nominees for election.

• Nominees include 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.