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BORGWARNER INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and BORGWARNER INC.’s Form 8-K, filed 2025-05-01 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 13Reported items
  • 642Asset managers
  • 7,863Fund votes
  • 2025-04-30Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore BORGWARNER INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by BORGWARNER INC.

These tallies are BORGWARNER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-01 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

BORGWARNER INC. — official shareholder meeting results, meeting held 2025-04-30
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Fadool 187,555,894254,412321,813 --12,287,182 Majority: yes
Elect Director: Greenstein 186,175,5691,624,148332,402 --12,287,182 Majority: yes
Elect Director: Hanley 187,473,047313,560345,512 --12,287,182 Majority: yes
Elect Director: McAlmont 175,142,26012,644,414345,445 --12,287,182 Majority: yes
Elect Director: McWhinney 184,305,5963,482,873343,650 --12,287,182 Majority: yes
Elect Director: Michas 180,707,7747,081,534342,811 --12,287,182 Majority: yes
Elect Director: Shankar 186,678,4201,116,451337,248 --12,287,182 Majority: yes
Elect Director: Thai-Tang 187,127,616675,642328,861 --12,287,182 Majority: yes
(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers: 162,633,36025,105,228393,531 --12,287,182 Majority: yes
(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2025: 194,875,1005,215,197329,004 ---- Majority: yes
(d) Stockholder proposal to remove the one-year holding requirement to call a special meeting of the stockholders: 33,325,712154,390,112416,295 --12,287,182 Majority: no

Source: BORGWARNER INC., Form 8-K, filed with the SEC on 2025-05-01 — read the filing on EDGAR.

How asset managers voted at the BORGWARNER INC. 2024-2025 meeting

Each item below shows how the 642 asset managers that disclosed a BORGWARNER INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of BORGWARNER INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 15 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%
FOR: 162,633,360AGAINST: 25,105,228

BORGWARNER INC.’s own tally for this item (“(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers:”): 162,633,360 for, 25,105,228 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 74% for, 11% against (86% of the company cast a for/against vote).

The 632 asset managers below cast 87% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 86%13%
FOR: 86.5%AGAINST: 13.4%ABSTAIN: 0.1%NOT VOTED: 0.0%
Largest asset managers voting on “APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard28,649,8010 00For
Victory Capital19,387,4970 00For
BlackRock13,974,5332,647 00For
Invesco12,768,8670 00For
HARRIS ASSOCIATES L P11,359,2740 00For
Dimensional10,607,9540 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
American Century08,402,419 00Against
Fidelity6,128,165352,586 00For
AllianceBernstein06,457,480 00Against
State Street5,690,46075,476 00For
GEODE CAPITAL MANAGEMENT, LLC5,548,9350 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab4,455,4870 00For
LSV ASSET MANAGEMENT3,326,3530 00For
EARNEST PARTNERS LLC905,7112,418,231 00Against
Turtle Creek Asset Management Inc.3,079,4650 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC2,748,4330 00For
SILVERCREST ASSET MANAGEMENT GROUP LLC2,206,6770 00For
Swedbank Robur Fonder AB02,004,556 00Against
SEI1,911,4920 00For
Robeco Institutional Asset Management B.V.01,565,068 00Against
FULLER & THALER ASSET MANAGEMENT, INC.1,460,0690 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC2851,434,749 00Against
Capitol Series Trust1,401,2400 00For

Showing the 25 largest of 632 asset managers. See all 632 in the interactive database.

2. VOTE ON STOCKHOLDER PROPOSAL TO REMOVE ONE-YEAR HOLDING REQUIREMENT TO CALL A SPECIAL MEETING.

CORPORATE GOVERNANCEMajority of the votes cast: no

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

18% Majority: no · of votes cast

FOR 18%AGAINST 82%
FOR: 33,325,712AGAINST: 154,390,112

BORGWARNER INC.’s own tally for this item (“(d) Stockholder proposal to remove the one-year holding requirement to call a special meeting of the stockholders:”): 33,325,712 for, 154,390,112 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 15% for, 71% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 14% of the shares they voted on this item FOR (14,453,658 for, 91,566,802 against).

14%AGAINST 86%
FOR: 14,453,658 (13.6%)AGAINST: 91,566,802 (86.3%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “VOTE ON STOCKHOLDER PROPOSAL TO REMOVE ONE-YEAR HOLDING REQUIREMENT TO CALL A SPECIAL MEETING.” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard407,22127,210,615 00Against
Dimensional09,304,236 00Against
HARRIS ASSOCIATES INVESTMENT TRUST08,819,298 00Against
Victory Capital08,701,938 00Against
BlackRock4,5936,746,385 00Against
Fidelity529,9575,705,709 00Against
Invesco06,194,041 00Against
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab02,217,565 00Against
AllianceBernstein01,848,174 00Against
State Street1681,600,391 00Against
Capitol Series Trust01,401,240 00Against
Jackson National0940,869 00Against
First Trust0922,816 00Against
Principal0858,082 00Against
Lincoln Financial446,371393,323 00For
SEI745,6610 00For
Bridge Builder Trust535,597185,180 00For
AB RELATIVE VALUE FUND, INC.0551,548 00Against
Equitable118,040426,544 00Against
GMO0541,368 00Against
TIAA0529,054 00Against
AMERICAN BEACON FUNDS312,801172,525 00For
WisdomTree0451,098 00Against

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

3. Election of Directors: Alexis P. Michas

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 180,707,774AGAINST: 7,081,534

BORGWARNER INC.’s own tally for this item (“Elect Director: Michas”): 180,707,774 for, 7,081,534 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 83% for, 3% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.6% of the shares they voted on this item FOR (105,652,603 for, 351,992 against).

FOR 99.5%
FOR: 105,652,603 (99.5%)AGAINST: 351,992 (0.3%)ABSTAIN: 156,007 (0.1%)
Largest asset managers voting on “Election of Directors: Alexis P. Michas” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,616,2441,592 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,54316 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial726,378113,316 00For
SEI745,124537 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

4. Election of Directors: Deborah D. McWhinney

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 184,305,596AGAINST: 3,482,873

BORGWARNER INC.’s own tally for this item (“Elect Director: McWhinney”): 184,305,596 for, 3,482,873 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 84% for, 2% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.9% of the shares they voted on this item FOR (105,981,353 for, 39,107 against).

FOR 99.8%
FOR: 105,981,353 (99.8%)AGAINST: 39,107 (0.0%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Deborah D. McWhinney” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

5. Election of Directors: Hau N. Thai-Tang

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 187,127,616AGAINST: 675,642

BORGWARNER INC.’s own tally for this item (“Elect Director: Thai-Tang”): 187,127,616 for, 675,642 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 86% for, 0.4% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.9% of the shares they voted on this item FOR (106,017,458 for, 3,002 against).

FOR 99.8%
FOR: 106,017,458 (99.9%)AGAINST: 3,002 (0.0%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Hau N. Thai-Tang” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

6. Election of Directors: Joseph F. Fadool

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 187,555,894AGAINST: 254,412

BORGWARNER INC.’s own tally for this item (“Elect Director: Fadool”): 187,555,894 for, 254,412 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 86% for, 0.2% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.9% of the shares they voted on this item FOR (106,004,595 for, 15,865 against).

FOR 99.8%
FOR: 106,004,595 (99.9%)AGAINST: 15,865 (0.0%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Joseph F. Fadool” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

7. Election of Directors: Michael S. Hanley

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 187,473,047AGAINST: 313,560

BORGWARNER INC.’s own tally for this item (“Elect Director: Hanley”): 187,473,047 for, 313,560 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 86% for, 0.2% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.9% of the shares they voted on this item FOR (106,020,444 for, 16 against).

FOR 99.8%
FOR: 106,020,444 (99.9%)AGAINST: 16 (0.0%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Michael S. Hanley” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

8. Election of Directors: Sailaja K. Shankar

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 186,678,420AGAINST: 1,116,451

BORGWARNER INC.’s own tally for this item (“Elect Director: Shankar”): 186,678,420 for, 1,116,451 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 85% for, 0.6% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.9% of the shares they voted on this item FOR (105,981,353 for, 39,107 against).

FOR 99.8%
FOR: 105,981,353 (99.8%)AGAINST: 39,107 (0.0%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Sailaja K. Shankar” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

9. Election of Directors: Sara A. Greenstein

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 186,175,569AGAINST: 1,624,148

BORGWARNER INC.’s own tally for this item (“Elect Director: Greenstein”): 186,175,569 for, 1,624,148 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 85% for, 0.8% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 99.8% of the shares they voted on this item FOR (105,869,980 for, 150,480 against).

FOR 99.7%
FOR: 105,869,980 (99.7%)AGAINST: 150,480 (0.1%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Sara A. Greenstein” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

10. Election of Directors: Shaun E. McAlmont

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 175,142,260AGAINST: 12,644,414

BORGWARNER INC.’s own tally for this item (“Elect Director: McAlmont”): 175,142,260 for, 12,644,414 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 80% for, 6% against (86% of the company cast a for/against vote).

The 135 asset managers below cast 91% of the shares they voted on this item FOR (96,324,121 for, 9,696,339 against).

FOR 91%9%
FOR: 96,324,121 (90.7%)AGAINST: 9,696,339 (9.1%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Election of Directors: Shaun E. McAlmont” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional09,304,236 00Against
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,5590 00For
Capitol Series Trust1,401,2400 00For
Jackson National894,88045,989 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial808,48931,205 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
AMERICAN BEACON FUNDS485,3260 00For
WisdomTree451,0980 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

11. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-04-30.

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 194,875,100AGAINST: 5,215,197

BORGWARNER INC.’s own tally for this item (“(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2025:”): 194,875,100 for, 5,215,197 against, per its Form 8-K filed 2025-05-01 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 89% for, 2% against (92% of the company cast a for/against vote).

The 135 asset managers below cast 99.7% of the shares they voted on this item FOR (105,666,152 for, 303,208 against).

FOR 99.5%
FOR: 105,666,152 (99.6%)AGAINST: 303,208 (0.3%)ABSTAIN: 140,142 (0.1%)
Largest asset managers voting on “Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for th” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard27,617,8360 00For
Dimensional9,304,2360 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,819,2980 00For
Victory Capital8,701,9380 00For
BlackRock6,750,9780 00For
Fidelity6,235,6660 00For
Invesco6,194,0410 00For
American Century4,698,4430 00For
Pacer Funds Trust4,600,1570 00For
Charles Schwab2,217,5650 00For
AllianceBernstein1,848,1740 00For
State Street1,600,51742 00For
Capitol Series Trust1,401,2400 00For
Jackson National940,8690 00For
First Trust922,8160 00For
Principal858,0820 00For
Lincoln Financial839,6940 00For
SEI745,6610 00For
Bridge Builder Trust720,7770 00For
AB RELATIVE VALUE FUND, INC.551,5480 00For
Equitable544,5840 00For
GMO541,3680 00For
TIAA529,0540 00For
WisdomTree451,0980 00For
AMERICAN BEACON FUNDS434,2260 00For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

12. Approve, on an advisory basis, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-04-24 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

73% Majority: yes · of votes cast

FOR 73%AGAINST 27%
FOR: 136,529,706AGAINST: 50,770,702

BORGWARNER INC.’s own tally for this item (“(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers:”): 136,529,706 for, 50,770,702 against, per its Form 8-K filed 2024-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 218,669,874 outstanding shares: 62% for, 23% against (86% of the company cast a for/against vote).

The 3 asset managers below cast 2% of the shares they voted on this item FOR (92 for, 3,710 against).

AGAINST 98%
FOR: 92 (2.4%)AGAINST: 3,710 (97.6%)
Largest asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC03,710 00Against
Seascape Capital Management920 00For
Echo45 Advisors LLC00 00--

13. Ratification of Auditor

AUDIT-RELATED

Meeting held 2025-04-30.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (51,298 for, 0 against).

FOR: 51,298 (100.0%)
Largest asset managers voting on “Ratification of Auditor” at BORGWARNER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
AMERICAN BEACON FUNDS51,1000 00For
NORTHERN LIGHTS FUND TRUST III1980 00For

Largest BORGWARNER INC. shareholders voting in 2024-2025

Ranked by the number of BORGWARNER INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 218,669,874 shares outstanding at the time of that meeting.

Top BORGWARNER INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 13.10%
2Victory Capital 8.87%
3BlackRock 6.39%
4Invesco 5.84%
5HARRIS ASSOCIATES L P 5.19%
6Dimensional 4.85%
7HARRIS ASSOCIATES INVESTMENT TRUST 4.03%
8American Century 3.84%
9Fidelity 2.96%
10AllianceBernstein 2.95%

Reported BORGWARNER INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

BORGWARNER INC. beneficial owners on record for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 16.08% 13F
Vanguard Group 11.50% 13F
Vanguard Portfolio Management 6.22% 13G
Victory Capital Management, Inc. 5.61% DEF14A
Dimensional Fund Advisors 5.29% 13F
State Street 3.32% 13F
Morgan Stanley 1.68% 13F
HARRIS ASSOCIATES L P 1.27% 13G
Norges Bank 1.06% 13F
Millennium Management 0.92% 13F

Percentages above are of 218,669,874 shares outstanding, as reported by BORGWARNER INC. on its Form 10-K dated 2024-12-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from BORGWARNER INC.’s 10-K dated 2024-12-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At BORGWARNER INC.'s shareholder meeting held 2025-04-30, in the 2024-2025 proxy season, 642 asset managers reported how they voted in their SEC Form N-PX filings, covering 7,863 separate fund positions. Their filings are grouped here into 13 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. — FOR was 87% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: BORGWARNER INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-05-01.

BORGWARNER INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.