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BorgWarner Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and BorgWarner Inc.’s Form 8-K, filed 2026-04-30 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 15Reported items
  • 656Asset managers
  • 8,005Fund votes
  • 2026-04-29Meeting date

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

Explore BorgWarner Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-04-30 (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 2026-04-29
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Fadool 174,626,241497,487280,418 --11,772,156 Majority: yes
Elect Director: Greenstein 172,509,0492,627,531267,566 --11,772,156 Majority: yes
Elect Director: Hanley 174,386,590749,192268,364 --11,772,156 Majority: yes
Elect Director: McAlmont 172,749,1382,381,528273,480 --11,772,156 Majority: yes
Elect Director: McWhinney 172,546,2762,591,113266,757 --11,772,156 Majority: yes
Elect Director: Michas 168,149,3226,986,400268,424 --11,772,156 Majority: yes
Elect Director: Shankar 173,400,1051,732,411271,630 --11,772,156 Majority: yes
Elect Director: Thai-Tang 173,967,4371,170,736265,973 --11,772,156 Majority: yes
(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers: 168,106,8596,878,029419,258 --11,772,156 Majority: yes
(c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026: 182,862,4454,048,763265,094 ---- Majority: yes
(d) Approval of the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan: 165,155,0499,871,409377,688 --11,772,156 Majority: yes
(e) Stockholder proposal regarding action by written consent: 7,092,158167,086,4471,255,541 --11,772,156 Majority: no

Source: BorgWarner Inc., Form 8-K, filed with the SEC on 2026-04-30 — read the filing on EDGAR.

How asset managers voted at the BorgWarner Inc. 2025-2026 meeting

Each item below shows how the 656 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 2026-04-29.

Combines 10 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 168,106,859AGAINST: 6,878,029

BorgWarner Inc.’s own tally for this item (“(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers:”): 168,106,859 for, 6,878,029 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 81% for, 3% against (85% of the company cast a for/against vote).

The 648 asset managers below cast 97% 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 97%
FOR: 96.5%AGAINST: 3.3%ABSTAIN: 0.2%NOT VOTED: 0.0%
Largest asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard26,699,87915 10For
BlackRock24,478,7271,151 00For
Victory Capital8,016,6170 00For
Fidelity7,409,8450 00For
AQR6,856,4250 00For
State Street6,487,1727,393 00For
Dimensional5,372,2860 00For
GEODE CAPITAL MANAGEMENT, LLC4,726,9580 00For
LSV ASSET MANAGEMENT4,030,3760 00For
FULLER & THALER ASSET MANAGEMENT, INC.3,969,3480 00For
American Century3,867,3220 00For
Capitol Series Trust3,817,6000 00For
AllianceBernstein3,800,5690 00For
Goldman Sachs3,737,1980 00For
Charles Schwab3,656,8560 00For
EARNEST PARTNERS LLC3,297,6260 00For
Swedbank Robur Fonder AB02,955,250 00Against
SEI2,716,3310 00For
SILVERCREST ASSET MANAGEMENT GROUP LLC2,305,4270 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC2,134,0740 00For
Northern Trust1,913,3520 00For
DE Shaw1,484,8810 00For
MELLON INVESTMENTS Corp1,397,5130 00For
SEB Asset Management AB1,082,2310 00For
Pacer Funds Trust1,040,1050 00For

Showing the 25 largest of 648 asset managers. See all 648 in the interactive database.

2. Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 165,155,049AGAINST: 9,871,409

BorgWarner Inc.’s own tally for this item (“(d) Approval of the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan:”): 165,155,049 for, 9,871,409 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 80% for, 5% against (85% of the company cast a for/against vote).

The 138 asset managers below cast 99.5% of the shares they voted on this item FOR (77,212,432 for, 379,364 against).

FOR 99.3%
FOR: 77,212,432 (99.4%)AGAINST: 379,364 (0.5%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan.” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,92323 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,449107 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI724,49429,974 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 138 asset managers. See all 138 in the interactive database.

3. Election of Directors: Alexis P. Michas

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 168,149,322AGAINST: 6,986,400

BorgWarner Inc.’s own tally for this item (“Elect Director: Michas”): 168,149,322 for, 6,986,400 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 81% for, 3% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.6% of the shares they voted on this item FOR (77,275,291 for, 294,360 against).

FOR 99.4%
FOR: 77,275,291 (99.5%)AGAINST: 294,360 (0.4%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Alexis P. Michas” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,956,34624,604 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,653,2722,284 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI753,931537 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial419,045114,402 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

4. Election of Directors: Deborah D. McWhinney

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 172,546,276AGAINST: 2,591,113

BorgWarner Inc.’s own tally for this item (“Elect Director: McWhinney”): 172,546,276 for, 2,591,113 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 83% for, 1% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.5% of the shares they voted on this item FOR (77,253,645 for, 316,005 against).

FOR 99.4%
FOR: 77,253,645 (99.4%)AGAINST: 316,005 (0.4%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Deborah D. McWhinney” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9435 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 173,967,437AGAINST: 1,170,736

BorgWarner Inc.’s own tally for this item (“Elect Director: Thai-Tang”): 173,967,437 for, 1,170,736 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 84% for, 0.6% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (77,568,463 for, 1,186 against).

FOR 99.8%
FOR: 77,568,463 (99.9%)AGAINST: 1,186 (0.0%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Hau N. Thai-Tang” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9452 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

6. Election of Directors: Joseph F. Fadool

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 174,626,241AGAINST: 497,487

BorgWarner Inc.’s own tally for this item (“Elect Director: Fadool”): 174,626,241 for, 497,487 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 84% for, 0.3% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (77,569,649 for, 1 against).

FOR 99.8%
FOR: 77,569,649 (99.9%)AGAINST: 1 (0.0%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Joseph F. Fadool” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9471 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

7. Election of Directors: Michael S. Hanley

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 5 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 174,386,590AGAINST: 749,192

BorgWarner Inc.’s own tally for this item (“Elect Director: Hanley”): 174,386,590 for, 749,192 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 84% for, 0.4% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (77,567,320 for, 2,331 against).

FOR 99.8%
FOR: 77,567,320 (99.9%)AGAINST: 2,331 (0.0%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Michael S. Hanley” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9472 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

8. Election of Directors: Sailaja K. Shankar

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 173,400,105AGAINST: 1,732,411

BorgWarner Inc.’s own tally for this item (“Elect Director: Shankar”): 173,400,105 for, 1,732,411 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 84% for, 0.9% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.5% of the shares they voted on this item FOR (77,253,647 for, 316,002 against).

FOR 99.4%
FOR: 77,253,647 (99.4%)AGAINST: 316,002 (0.4%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Sailaja K. Shankar” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9452 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

9. Election of Directors: Sara A. Greenstein

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 172,509,049AGAINST: 2,627,531

BorgWarner Inc.’s own tally for this item (“Elect Director: Greenstein”): 172,509,049 for, 2,627,531 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 83% for, 1% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.3% of the shares they voted on this item FOR (77,078,480 for, 491,170 against).

FOR 99.2%
FOR: 77,078,480 (99.2%)AGAINST: 491,170 (0.6%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Sara A. Greenstein” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9435 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

10. Election of Directors: Shaun E. McAlmont

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 172,749,138AGAINST: 2,381,528

BorgWarner Inc.’s own tally for this item (“Elect Director: McAlmont”): 172,749,138 for, 2,381,528 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 83% for, 1% against (85% of the company cast a for/against vote).

The 131 asset managers below cast 99.5% of the shares they voted on this item FOR (77,253,646 for, 316,004 against).

FOR 99.4%
FOR: 77,253,646 (99.4%)AGAINST: 316,004 (0.4%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Election of Directors: Shaun E. McAlmont” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,9444 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,5560 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI754,4680 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

11. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2026-04-29.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 182,862,445AGAINST: 4,048,763

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 2026:”): 182,862,445 for, 4,048,763 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 88% for, 2% against (90% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (77,484,990 for, 33,559 against).

FOR 99.8%
FOR: 77,484,990 (99.8%)AGAINST: 33,559 (0.0%)ABSTAIN: 112,211 (0.1%)NOT VOTED: 164 (0.0%)
Largest asset managers voting on “Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for th” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,980,93711 00For
BlackRock12,174,6460 00For
Fidelity6,156,8660 00For
Dimensional3,925,0630 00For
Capitol Series Trust3,817,6000 00For
Victory Capital3,463,4690 00For
Charles Schwab1,818,5330 00For
American Century1,695,1490 00For
State Street1,655,449107 00For
AQR1,295,1820 00For
AllianceBernstein1,049,3220 00For
Pacer Funds Trust1,040,1050 00For
Goldman Sachs795,3120 00For
Bridge Builder Trust765,2770 00For
SEI724,49429,974 00For
TIAA719,9470 00For
Jackson National672,2060 00For
First Trust654,5620 00For
Equitable610,9590 00For
Nationwide601,2110 00For
Lincoln Financial533,4470 00For
Columbia Threadneedle512,6620 00For
AIG/SunAmerica441,9790 00For
Principal406,0720 00For
WisdomTree378,4220 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

12. VOTE ON STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.

CORPORATE GOVERNANCEMajority of the votes cast: no

Meeting held 2026-04-29.

Combines 3 wordings of this item as funds reported it.

4% Majority: no · of votes cast

AGAINST 96%
FOR: 7,092,158AGAINST: 167,086,447

BorgWarner Inc.’s own tally for this item (“(e) Stockholder proposal regarding action by written consent:”): 7,092,158 for, 167,086,447 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 3% for, 81% against (84% of the company cast a for/against vote).

The 128 asset managers below cast 0.5% of the shares they voted on this item FOR (341,606 for, 76,405,590 against).

AGAINST 99.3%
FOR: 341,606 (0.4%)AGAINST: 76,405,590 (99.4%)ABSTAIN: 112,215 (0.1%)NOT VOTED: 22,931 (0.0%)
Largest asset managers voting on “VOTE ON STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard24,60424,956,344 40Against
BlackRock012,174,646 00Against
Fidelity06,156,866 00Against
Dimensional03,925,063 00Against
Capitol Series Trust03,817,600 00Against
Victory Capital03,463,469 00Against
Charles Schwab01,818,533 00Against
American Century01,695,149 00Against
State Street2,2111,653,345 00Against
AQR01,295,182 00Against
AllianceBernstein01,049,322 00Against
Pacer Funds Trust01,040,105 00Against
Goldman Sachs0795,312 00Against
Bridge Builder Trust0765,277 00Against
SEI537753,931 00Against
TIAA0719,947 00Against
Jackson National0672,206 00Against
First Trust0654,562 00Against
Equitable0610,959 00Against
Nationwide0601,211 00Against
Columbia Threadneedle0512,662 00Against
AIG/SunAmerica0441,979 00Against
Principal0406,072 00Against
WisdomTree0378,422 00Against
Brighthouse0249,039 112,2110Against

Showing the 25 largest of 128 asset managers. See all 128 in the interactive database.

13. Provide Right to Act by Written Consent

SHAREHOLDER RIGHTS AND DEFENSESMajority of the votes cast: no

Meeting held 2026-04-29.

4% Majority: no · of votes cast

AGAINST 96%
FOR: 7,092,158AGAINST: 167,086,447

BorgWarner Inc.’s own tally for this item (“(e) Stockholder proposal regarding action by written consent:”): 7,092,158 for, 167,086,447 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 3% for, 81% against (84% of the company cast a for/against vote).

The 5 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 799,686 against).

AGAINST 100%
AGAINST: 799,686 (100.0%)
Largest asset managers voting on “Provide Right to Act by Written Consent” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0283,460 00Against
Empower0283,122 00Against
Lincoln Financial0227,702 00Against
NORTHERN LIGHTS FUND TRUST II04,300 00Against
CLEARWATER INVESTMENT TRUST01,102 00Against

14. 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 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

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 207,057,271 outstanding shares: 79% for, 12% against (91% of the company cast a for/against vote).

The 3 asset managers below cast 100% of the shares they voted on this item FOR (464,506 for, 0 against).

FOR 100%
FOR: 464,506 (100.0%)
Largest asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
OSBORNE PARTNERS CAPITAL MANAGEMENT, LLC304,9290 00For
GLENMEDE FUND INC159,2340 00For
NORRIS PERNE & FRENCH LLP/MI3430 00For

15. Say on Pay

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

Meeting held 2026-04-29.

96% Majority: yes · of votes cast

FOR 96%
FOR: 168,106,859AGAINST: 6,878,029

BorgWarner Inc.’s own tally for this item (“(b) Approval, on an advisory basis, of the compensation of the Company's named executive officers:”): 168,106,859 for, 6,878,029 against, per its Form 8-K filed 2026-04-30 (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 207,057,271 outstanding shares: 81% for, 3% against (85% of the company cast a for/against vote).

The 2 asset managers below cast 0.2% of the shares they voted on this item FOR (128 for, 89,100 against).

AGAINST 99.8%
FOR: 128 (0.1%)AGAINST: 89,100 (99.9%)
Largest asset managers voting on “Say on Pay” at BorgWarner Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Genus Capital Management Inc.089,100 00Against
Empower1280 00For

Largest BorgWarner Inc. shareholders voting in 2025-2026

Ranked by the number of BorgWarner Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 207,057,271 shares outstanding at the time of that meeting.

Top BorgWarner Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 12.89%
2BlackRock 11.82%
3Victory Capital 3.87%
4Fidelity 3.58%
5AQR 3.31%
6State Street 3.14%
7Dimensional 2.59%
8GEODE CAPITAL MANAGEMENT, LLC 2.28%
9LSV ASSET MANAGEMENT 1.95%
10FULLER & THALER ASSET MANAGEMENT, INC. 1.92%

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 2025-2026 proxy season
Holder % outstanding Disclosure
Vanguard Group 12.06% 13F
BlackRock, Inc. 8.93% DEF14A
Vanguard Portfolio Management 6.57% 13G
Dimensional Fund Advisors 5.76% 13F
BlackRock Portfolio Management LLC 4.16% 13G
State Street 3.37% 13F
Goldman Sachs 2.48% 13F
Morgan Stanley 1.36% 13F
Invesco 1.05% 13F
Joseph F. Fadool 0.21% DEF14A

Percentages above are of 207,057,271 shares outstanding, as reported by BorgWarner Inc. on its Form 10-K dated 2025-12-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2025-12-31. 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 2026-04-29, in the 2025-2026 proxy season, 656 asset managers reported how they voted in their SEC Form N-PX filings, covering 8,005 separate fund positions. Their filings are grouped here into 15 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 96% 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 2026-04-30.

BorgWarner Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).