BorgWarner (BWA) Proxy filing summary

Executive summary

• Generated $14.3B in sales for 2025, with $627M returned to stockholders via dividends and share repurchases; quarterly dividend increased by 55% to $0.17 per share.

• Maintained strong margin performance (10.80% adjusted operating margin) and $1,208M in free cash flow despite industry volatility and macroeconomic uncertainty.

• Leadership transition: Joseph F. Fadool appointed CEO in February 2025, succeeding Frédéric B. Lissalde, who continued as a consultant until August 2025.

• Broad product portfolio across combustion, hybrid, and electric technologies supports adaptability to market shifts.

Voting matters and shareholder proposals

• Stockholders to vote on: election of eight directors, advisory approval of executive compensation, ratification of PwC as auditor, approval of amended 2023 Stock Incentive Plan, and a shareholder proposal on action by written consent.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal regarding written consent, citing existing rights and robust governance.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; median tenure is 5 years, with 62.5% women or racial/ethnic minorities.

• Board refreshment emphasized, with four new directors added since 2021.

• Independent Non-Executive Chair structure; all committee chairs are independent.

• Majority voting standard, proxy access, and no supermajority provisions for common stockholders.