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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. )

BorgWarner Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

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BorgWarner’s 2022
Year in Review

BorgWarner Inc. (“BorgWarner” or the “Company”) has continued to deliver value to our stockholders even in a tough economic environment. The ongoing global shortage of semi-conductors and other supply chain and logistical constraints coupled with global inflation have negatively impacted the global economy, as well as our revenue and overall profitability.

Despite these challenges, BorgWarner achieved:

$15.8			8.70%			$1,564
billion in sales			operating margin			million in operating cash flow
6.5%			10.26%*			$860
year-over-year increase in sales			adjusted operating margin			million* in free cash flow
Sales increased 6.5% year-over-year and relative revenue growth (“Relative Revenue Growth”) compared favorably to BorgWarner’s weighted average market with a relative outperformance of approximately 11.0%*.			Adjusted operating margin (“Adjusted Operating Margin” or “AOM”) of 10.26% was slightly below the target set under the Company’s Management Incentive Plan (“MIP”) for 2022, resulting in a payout of 96% on the AOM portion of the 2022 MIP award.			For purposes of MIP, free cash flow (“Free Cash Flow” or “FCF”) of $860 million exceeded the target set under the MIP for 2022, resulting in a payout of 200% on the FCF portion of the 2022 MIP award.

	*		1) Title of each class of securities to which transaction applies:
			2) Aggregate number of securities to which transaction applies:
			3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forthAdjusted earnings per share (“Adjusted EPS”), Relative Revenue Growth, AOM, and FCF are Non-GAAP measures. AOM and FCF exclude the amount on which the filing fee is calculated and state how it was determined):
			4) Proposed maximum aggregate value of transaction:
			5) Total fee paid:
☐		Fee paid previously with preliminary materials:
☐		Check box if any partimpact of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)acquisitions of Santroll’s light vehicle eMotor business (“Santroll”), Rhombus Energy Solutions (“Rhombus”), and identify the filingHubei SSE’s charging business (“SSE”). Reconciliations to comparable GAAP measures for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or scheduleAdjusted EPS, Relative Revenue Growth, AOM, and the date of its filing.
			1) Amount previously paid:
			2) Form, Schedule or Registration Statement No.:
			3) Filing Party:
			4) Date Filed:FCF can be found in Appendix A.

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We Continue

Notice of2018 Annual Meeting of Stockholders and Proxy Statement

Our vision of a clean, energy-efficient world is more relevant today than it has ever been. Charging Forward, our accelerated electrification strategy, is a product of that vision and a plan for the next decade-plus of profitable and sustainable growth. Our Charging Forward strategy is based on achieving three key pillars: (1) profitably scaling organic growth in electric vehicles (“EVs”); (2) executing mergers and acquisitions (“M&A”) that expand our EV products; and (3) optimizing our combustion portfolio through planned dispositions of $3 billion to $4 billion in annual revenue.

As illustrated below, we are executing on our Charging Forward strategy and estimate that we are on track to exceed our 2025 organic EV sales target as we believe we have already booked $3.0 billion of EV program revenue for 2025 against our target of $2.5 billion. We believe we are also on track to meet our goal of $2.0 billion in M&A activity by 2025. In December 2022, we announced our intention to execute a tax-free spin-off of our Fuel Systems and Aftermarket segments into a separate, publicly traded company, PHINIA Inc. (“PHINIA”). Upon successful completion of that transaction, we expect to achieve our third pillar – optimizing our combustion portfolio.

Creating Two Leading, Focused Public Companies

We believe having two industry-leading, focused companies, each pursuing their respective strategies, will maximize stockholder value. Following completion of the intended separation, BorgWarner would consist of its current e-Propulsion & Drivetrain and Air Management segments. We believe this transaction positions the Company to be a market leader in EV propulsion and allows us to focus resources on attractive organic and inorganic EV opportunities.

PHINIA would consist of BorgWarner’s current Fuel Systems and Aftermarket segments. We believe PHINIA is a product leader in conventional propulsion and will benefit from its focus on the global vehicle parc (which would be primarily combustion-based through 2040) and its embedded relationships with original equipment manufacturers.

Immediately following completion of the intended transaction, BorgWarner stockholders would own shares of both companies. We anticipate completing the intended transaction in late 2023, subject to, among other things, satisfaction of customary closing conditions. There can be no assurance regarding the ultimate timing of the intended separation or that it will be completed.

Commitment to Electrification

The intended spin-off is just the latest step in BorgWarner’s journey to electrification. As demonstrated in the timeline below, BorgWarner has acquired companies with compelling technology that align with our electrification strategy.

We take a disciplined approach to our M&A activity and pursue opportunities that fit from a strategic and financial perspective. In 2022, we expanded our eMotor capabilities with our acquisition of Santroll, expanded our power electronics competencies with our acquisition of Drivetek AG (“Drivetek”), and increased our global charging footprint with our acquisition of Rhombus and our announced acquisition of SSE (which closed on March 1, 2023).

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VALUE DELIVERED TO OUR STOCKHOLDERS

FINANCIAL HIGHLIGHTSNotice of Annual Meeting
of Stockholders

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Auburn Hills, Michigan
March 16, 2018

Dear Fellow Stockholder:

On behalf of the Board of Directors (our “Board”) and the management of BorgWarner, Inc. we invite you to attend the 20182023 Annual Meeting of Stockholders (the “Annual Meeting”) at itsour world headquarters located at 3850 Hamlin Road, Auburn Hills, Michigan, 48326 on Wednesday, April 25, 2018,26, 2023, at 9:00 a.m., local time, for the following purposes:

Items to be Voted:

1.Proposals to be Voted:				Board Recommendation		Page
PROPOSAL 1		Elect nine nominees foreight Directors to serve for the next year; year		vote FOR the Board’s nominees		Page 11
PROPOSAL 2
2.	Approve, on an advisory basis, the Company’scompensation of our named executive compensation program; officers		vote FOR		Page 26
PROPOSAL 3		Approve, on an advisory basis, the frequency of voting on named executive officer compensation		vote FOR annual frequency		Page 67
3. PROPOSAL 4		Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2018; 2023		vote FOR		Page 68
PROPOSAL 5
4.	ApproveVote to approve the BorgWarner Inc. 20182023 Stock Incentive Plan; Plan		vote FOR		Page 71
PROPOSAL 6
5.	Approve amendment of the Company’s Restated Certificate of Incorporation to provide for removal of directors without cause;
6.	Approve amendment of the Company’s Restated Certificate of Incorporation to allow stockholders to act by written consent;
7.	Vote on a stockholder proposal to amendchange share ownership threshold to call a special meeting of stockholders		vote AGAINST		Page 82
PROPOSAL 7		Vote on a stockholder proposal to request the Company’s proxy access provision; and Board of Directors to publish a Just Transition Report		vote AGAINST		Page 84
8.		Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 1, 20182023, are entitled to vote at the meetingAnnual Meeting or any adjournment or postponement thereof.

Date and Time:
Wednesday, April 25, 2018
9:00 a.m., local time

YOUR VOTE IS IMPORTANT!
You can submit your vote by:
		Telephone: Call us free of charge at 1-800-690-6903 and follow the instructions.
		Internet: Access the internet, go towww.proxyvote.com and follow the instructions.
		Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. See page 13 for instructions on how to receive a paper copy of our proxy materials.
		In Person: If you attend the meeting, you may vote in person if you wish to do so, even if you have previously submitted your proxy.

Please read the attached proxy statement carefully as it describes in greater detail the matters to be acted upon and your voting rights with respect to those matters. The enclosed proxy card is solicited by the Board of Directors of the Company.Board.

Along with the attached proxy statement, we are providing you with a copy of our Annual Report on Form 10-K for our fiscal year ended December 31, 2017. 2022.

Stockholders are not to regard our Annual Report on Form 10-K, which includes our audited financial statements, as proxy solicitation material.

By Order of the Board, of Directors

Tonit M. Calaway

Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary

Auburn Hills, Michigan
March 17, 2023

John J. Gasparovic
Secretary		Date and Time: Wednesday, April 26, 2023 9:00 a.m., local time
Your Vote is Important!
You can submit your vote by:
		Telephone Call us free of charge at 1-800-690-6903 and follow the instructions.
		Internet Access the internet, go to www.proxyvote.com and follow the instructions.
		Mail You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. See page 86 for instructions on how to receive a paper copy of our proxy materials.
		In Person If you attend the meeting, you may vote in person if you wish to do so, even if you have previously submitted your proxy.

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Proxy Summary

This summary of ballot items provides information that you should consider before voting on the proposals presented at this year’s Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Director David S. Haffner will not stand for re-election at the Annual Meeting.

Proposal 1 To Elect Eight Directors to the Board of Directors

Our Board recommendsthat you vote “FOR” the Board’s nominees.

									Key Audit Committee Compensation Committee Corporate Governance Committee Executive Committee Independent *Committee Chair
Sara A. Greenstein IND		Michael S. Hanley IND		Frédéric B. Lissalde		Shaun E. McAlmont IND
President and Chief Executive Officer, Axel Johnson Inc.		Retired Global Automotive Leader, Ernst & Young LLP		President and Chief Executive Officer, BorgWarner Inc.		President and Chief Executive Officer, Ninjio, LLC
Age: 48 Director since: 2021 Committees: CC, CGC		Age: 67 Director since: 2016 Committees: AC*, EC		Age: 55 Director since: 2018 Other current directorships: Autoliv, Inc. Committees: EC		Age: 57 Director since: 2020 Other current directorships: Lee Enterprises, Incorporated Committees: CC, CGC
Deborah D. McWhinney IND		Alexis P. Michas IND		Sailaja K. Shankar IND		Hau N. Thai-Tang IND
Retired Chief Executive Officer of Global Enterprise Payments, Citigroup Inc.		Non-Executive Chair of the Board, BorgWarner Inc.; Managing Partner, Juniper Investment Company, LLC		Senior Vice President, Engineering of the Security Business Group, Cisco Systems, Inc.		Former Chief Industrial Platform Officer, Ford Motor Company
Age: 67 Director since: 2018 Other current directorships: Franklin Templeton ETF Trust, S&P Global Inc. Committees: AC, CC*		Age: 65 Director since: 1993 Other current directorships: AstroNova, Inc., PerkinElmer, Inc. Committees: CGC*, EC*		Age: 56 Director since: 2022 Committees: AC, CC		Age: 56 Director since: 2023 Committees: AC

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Proxy Summary

Director Demographics

Director Nominee Tenure		Director Nominee Gender and Racial/ Ethnic Diversity
Director Nominee Independence		Director Nominee Age

Corporate Governance Highlights

Independent Board Chair Annual election of directors Majority voting standard for election of directors Robust stockholder engagement Use of a skills matrix to align Board selection with business strategy Limit on number of public company directorships Board members may hold (4) Director retirement policy (age 72) Clawback and recoupment policies

Share ownership policies Prohibition of speculative and hedging transactions by all employees and directors Corporate Sustainability Report Stockholder right to call a special meeting (20%) Stockholder right to act by written consent (10%) No supermajority voting provisions for common stockholders Proxy access stockholder right No stockholder rights plan

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Proxy Summary

Proxy Stockholder Engagement

As part of BorgWarner’s annual engagement program and in preparation for the 2023 proxy season, management and our Board conducted extensive outreach with our stockholders during the fourth quarter of 2022.

We contacted our	Representing approximately
Top 38 Stockholders	69% of our outstanding shares (as of September 15, 2022)
We held virtual meetings or calls with	Representing holders of approximately
14 Stockholders	28% of our outstanding shares (as of September 15, 2022)

Our proxy-related stockholder engagement consists of three activities: off-season direct stockholder engagement prior to the filing of the proxy statement; engagement leading up to the Annual Meeting; and post-Annual Meeting assessment.

Off-Season Engagement ●  We reached out to our top 38 stockholders to discuss corporate governance, corporate responsibility, and executive compensation matters and solicit feedback ●  Our Board is provided with our stockholders’ feedback for consideration ●  The Board and management discussed feedback and whether action should be taken ●  Disclosure enhancements are considered	Engagement Leading up to the Annual Meeting of Stockholders ●  In the lead up to the Annual Meeting, we conduct engagement meetings with stockholders who have questions or concerns regarding ballot items ●  At the Annual Meeting, our stockholders vote on the election of directors, executive compensation, ratification of our auditors, and other management and stockholder proposals	Post-Annual Meeting Assessment ●  Our Board and management review the vote results from our Annual Meeting ●  The Board and management discuss vote results and whether action should be taken ●  Preparation begins for off-season engagement meetings

We shared and discussed with the full Board the stockholder feedback that we received in 2022. Topics that we discussed with stockholders included, among other things, our Charging Forward strategy, environmental, social, and governance (“ESG”) initiatives, human capital management, executive compensation, Board composition and refreshment, and general business strategy. Engagement with our stockholders is a valuable source of input for our Board and management team and has helped to inform decisions on topics we have discussed.

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Proxy Summary

Proposal 2 Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers

Our Board recommends that you vote “FOR” this proposal.

Why Should You Vote in Favor of Our 2023 Say-on-Pay Proposal?

A strong link between pay and performance

Despite the significant production volatility and inflationary headwinds we faced in 2022, the Company performed well. As a result of strong sales and solid margin performance, we delivered close to the target level of guidance for AOM and exceeded the maximum level of guidance for FCF we disclosed in February 2022. We achieved AOM of 10.26% and a record level of FCF at $860 million for MIP purposes. As a result of this performance, the AOM portion of the MIP award resulted in a payout of 96%. The FCF portion of the MIP award resulted in a 200% payout. With a 50% weighting for each of the metrics, the result was a combined payout of 148% under the 2022 MIP prior to application of the performance modifier (discussed further below).

Adjusted Operating Margin		Free Cash Flow
Adjusted Operating Margin and Free Cash Flow are Non-GAAP measures and exclude the impact of the Santroll, Rhombus, and SSE acquisitions. Reconciliations to comparable GAAP measures for Adjusted Operating Margin and Free Cash Flow can be found in Appendix A.

The fundamental principles of the Company’s compensation philosophy are:

●  Aligning pay and performance

●  Driving strong business results

●  Focusing on long-term stockholder return

●  Attracting and retaining high-quality talent

Executive Compensation Objectives

The objectives of our executive compensation program are to:

●  Attract and retain the best global talent

●  Motivate our executives to perform in support of the Company’s business strategies and goals (including growth and the creation of long-term stockholder value) using calculated risks

●  Link executives’ and stockholders’ interests through equity-based incentive plans

●  Provide an equitable compensation package that rewards individual performance in line with overall business results

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Proxy Summary

2022 CEO Target Direct Compensation

■  Base Salary ●  Comprises 10% of total compensation ●  Remaining 90% of compensation is at-risk ■  Annual Incentive ●  Drives achievement of key business results ●  Incentivizes delivery of key short-term business objectives ●  Based on achievement of AOM% and FCF, demonstrating strength of business

■  Long-Term Incentive ●  Aligns management interests with our stockholders’ ●  Supports talent retention ●  Significant portion performance based ●  Two Thirds of Long-Term Incentive Performance sharesdivided among eProducts Revenue Mix (25%), eProducts Revenue (25%), Cumulative Free Cash Flow (25%), and Relative Total Stockholder Return (25%), measured at the end of a 3-year performance period ●  One Third of Long-Term Incentive Restricted sharesvest 50% after 2 years and the remainder vest after 3 years

We continue to refine our executive compensation program to ensure it is consistent with our short-term and long-term strategies and provides a strong link between pay and performance. Because sustainability is fundamental to our long-term and short-term strategies, we have included two “E” metrics in our Long-Term Incentive (“LTI”) Plan. In 2021, we introduced the eProducts revenue mix metric (the “eProducts Revenue Mix Metric”) in our 2021-2023 LTI Plan. In 2022, we included the eProducts revenue (the “eProducts Revenue Metric”) in our 2022-2024 LTI Plan. The products underlying these metrics include all products utilized on EVs plus those products and components that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in EVs (the “eProducts”).

Under the 2022-2024 LTI Plan, the performance shares metrics are as follows:

●  25% based on eProducts Revenue Mix Metric;

●  25% based on eProducts Revenue Metric;

●  25% based on the Cumulative FCF Metric; and

●  25% based on a relative total stockholder return (“Relative TSR”) Metric.

The compensation of our named executive officers (“NEOs”) is largely performance based, with approximately 82%-90% of their target direct compensation (salary and target annual and long-term incentives) at risk and based on Company performance. We regularly meet with our investors to discuss our compensation practices, seek their feedback, and respond to any feedback shared with us. In 2022, the Company’s executive compensation program received substantial stockholder support and was approved, on an advisory basis, by 93.9% of stockholders voting on the proposal at the 2022 Annual Meeting of Stockholders.

To further align performance, strategy, and compensation, the Board’s Compensation Committee (the “Compensation Committee”) approved a performance modifier (the “Performance Modifier”) under our MIP. The Performance Modifier, which is based on achieving Company-wide strategic goals, allows the Compensation Committee to apply a performance modifier of up to 10% of the target MIP award to modify the MIP payout that would otherwise result (upward or downward). Payout under the MIP remains capped at 200% of target, and the Performance Modifier cannot increase the award beyond that amount.

When determining the Performance Modifier for a particular year, the Compensation Committee considers the actions taken by management in driving progress and demonstrating commitment in the following areas:

●  ESG initiatives including diversity, equity, and inclusion (“DE&I”)

●  Acquisitions and dispositions, including integration

●  Succession planning and talent development

●  Leadership during unusual and challenging circumstances

●  Strategic change management

As a result of the Compensation Committee applying the full Performance Modifier for 2022 performance, the overall payout under the 2022 MIP plan was 158%.

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Proxy Summary

Proposal 3 Approve, on an Advisory Basis, the Frequency ofVoting on Named Executive Officer Compensation		Our Board recommends that you vote “FOR” one year frequency.
Proposal 4 Ratification of Selection of Independent Registered Public Accounting Firm		Our Board recommends that you vote “FOR” this proposal.
Proposal 5 Approval of the BorgWarner Inc. 2023 Stock Incentive Plan		Our Board recommends that you vote “FOR” this proposal.

Proposal 6 Vote on a Stockholder Proposal to Change Share Ownership Threshold to Call a Special Meeting of the Stockholders		Our Board recommends that you vote “AGAINST” this proposal.
Proposal 7 Vote on a Stockholder Proposal to Request the Board of Directors to Publish a Just Transition Report		Our Board recommends that you vote “AGAINST” this proposal.

We will also act upon any other business that may properly come before the Annual Meeting and any adjournments or postponements of that meeting.

Our Board or proxy holders will use their discretion on other matters that may arise at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON WEDNESDAY, APRIL 25, 201826, 2023

We have elected to furnish materials for the Annual Meeting via the internet. Beginning on or about March 16, 2018,17, 2023, we will mail a notice of internet availability to most of our stockholders containing instructions on how to access the proxy materials and vote online. All of our other stockholders will be sent a copy of our proxy materials by mail or e-mail on or about March 16, 2018.17, 2023. See your proxy card or page 1186 for more information on how you can elect to receive your proxy materials over the internet or by e-mail if you received them by mail this year.

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Sustainability

Sustainability Governance

Our Board has ultimate oversight of our sustainability strategy, with each Board committee having clearly defined responsibilities for specific ESG activities, risks, and opportunities as follows:

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This summary of voting items provides information that you should consider before voting on the items presented at this year’s Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

	Proposal 1
Audit	Compensation	Corporate Governance

● The Audit Committee provides oversight of the quality and integrity of the accounting, auditing, financial reporting, and risk management practices of the Company, including assessing the Company’s compliance with ESG-related disclosure requirements.	● The Compensation Committee oversees human capital management, including DE&I, and assesses whether ESG goals and milestones, if appropriate, are effectively reflected in executive compensation.	● The Corporate Governance Committee reviews sustainability strategy, policies, and procedures, including corporate responsibility matters, and receives, reviews, and considers stakeholder feedback on ESG topics. TO ELECT NINE DIRECTORS TO THE BOARD OF DIRECTORS● The Corporate Governance Committee also ensures that there is appropriate ESG expertise on the Board and awareness of ESG risks and opportunities by the Board and executive management team.
		Our Board recommends that you vote“FOR” this proposal.

DIRECTOR NOMINEE

Empowering Our Diverse Teams

We believe our strength is in our differences. We strive to nurture an environment where diversity of background, experience, and skill is welcomed and embraced. We know an inclusive environment supports a sense of belonging which enables our team members to be authentic and innovative. As of December 31, 2022, we had approximately 52,700 employees*.

Understanding we are only able to achieve results because of our people, we support our employees in evolving their skills as we implement Charging Forward, while simultaneously building the talent pipeline we need to succeed. We also provide individual and team career growth opportunities that inspire our employees and set up the Company to thrive. To promote a positive work environment, we consistently review our policies, programs, and processes to align them with our DE&I strategy. In addition to the 2026 DE&I goals illustrated on page 7, the Company has continued its rollout of Unconscious Bias Awareness training and promoted the development of Employee Belonging Groups.

BorgWarner’s commitment to attracting and developing talent with diverse backgrounds, perspectives, and skills starts at the highest levels of our organization. As of March 1, 2023:

Board of Directors	Jan Carlson President and Chief Executive Officer, Autoliv, Inc.			Dennis C. Cuneo Partner, Fisher & Phillips LLP; Owner DC Strategic Advisors LLC			Michael S. Hanley Global Automotive Leader, Retired Ernst & Young LLP Strategy Board**
Age: 57 Director Since: 2010 Other Current Directorships: Autoliv, Inc., Telefonakiebologet LM Ericsson, Teknikforentagen, Svenskt Naringsliv BorgWarner Committees: Compensation, Governance		Age: 68 Director Since: 2009 Other Current Directorships: AK Steel Holding Corporation BorgWarner Committees: Audit
5 of 9 members		Age: 62 Director Since: 2016 Other Current Directorships: Shiloh Industries, Inc. BorgWarner Committees: Audit Chair 4 of 11 members
are women and/or racial/ethnic minorities		are women and/or racial/ethnic minorities

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Sustainability

To attract and retain the highest caliber of talent, we aim to cultivate a culture where employees are treated with dignity and their differences are celebrated. As of December 31, 2022:

	Leadership*	Salaried Workforce	Hourly	New Hires**	Overall***
Women	Roger A. Krone Chairman and Chief Executive, Leidos Holdings, Inc.			John R. McKernan, Jr. Senior Advisor to the U.S. Chamber of Commerce			Alexis P. Michas, Non-Executive Chairman BorgWarner; Managing Partner, Juniper Investment Company, LLC
Age: 61 Director Since: 2017 Other Current Directorships: Leidos Holdings, Inc. BorgWarner Committees:Audit Racial/ Ethnic Minorities (U.S.)		Age: 69 Director Since: 2009 Other Current Directorships: Houghton Mifflin Harcourt Company BorgWarner Committees: Governance		Age: 60 Director Since: 1993 Other Current Directorships: PerkinElmer, Inc., Allied Motion Technologies BorgWarner Committees: Executive Chair

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	Vicki L. Sato, Ph.D. Retired Professor of Management Practice, Harvard Business School			Thomas T. Stallkamp Principal of Collaborative Management LLC			James R. Verrier President and Chief Executive Officer, BorgWarnerInc.
Age: 69 Director Since: 2014 Other Current Directorships: Bristol-Myers Squibb Company, Syros Pharmaceuticals, Inc. BorgWarner Committees: Compensation Chair, Governance **		Age: 71 Director Since: 2006 Other Current Directorships: Baxter International, Inc. BorgWarner Committees: Compensation, Audit			Age: 55 Director Since: 2013 Other Current Directorships: Parker Hannifan Corporation BorgWarner Committees: Executive “New Hire” is defined as an employee who started employment in 2022, except those who joined through the acquisitions of Santroll, Rhombus, or Drivetek

Director Independence	Director Age	Director Tenure
***
		“Overall” does not include contract or temporary workers

CORPORATE GOVERNANCE HIGHLIGHTSAdditional Information

	Proposal 2

		APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS To ensure transparency for all stakeholders, our reporting regarding sustainability matters is aligned with SASB, TCFD, and GRI frameworks. For more information, please refer to the Company’s Sustainability Report available on the Company’s website at www.borgwarner.com/company/sustainability. In this Proxy Statement, we refer to additional materials or information available on or through our website. We do that for informational purposes only. In each case, we are not incorporating the content of our website in this Proxy Statement. 2023 Proxy Statement     |     9
		Our Board recommends that you vote“FOR” this proposal.

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A STRONG LINK BETWEEN PAY AND PERFORMANCE

2017 PERFORMANCE

2017 was a year of record revenues and operating profits for the Company. The Company exceeded the top end of its guidance range for several critical financial metrics. 

Revenue Growth(1)		Operating Earnings(2)		Free Cash Flow

During 2017, the Company’s stock price increased by 29.5%. This price appreciation along with annual dividend payouts provided over $2.5 billion in stockholder value.

As a result of this outstanding operating performance the Company’s economic value for the year was $293.0M resulting in a maximum payout under the Management Incentive Plan for 2017. Details of this calculation are provided on page 40.

The revenue growth experienced in 2017 helped drive an annualized growth rate of 8.1% for the two-year period ended December 31, 2017. This growth exceeded the growth in the vehicle market by 5.2% resulting in payout at 160% of target for the 2016-2017 relative revenue growth performance shares.

WHAT CHANGED IN 2017

In order to improve the clarity in the Company’s approach to executive compensation, the Compensation Committee selected a single peer group for purposes of determining relative total stockholder return performance under its performance share program and for establishing market compensation levels. The new peer group includes companies of similar size, industry and global presence and with which the Company competes for talent. The new peer group can be found on page 43. This group was used in establishing market compensation levels for 2018 and will be used in determining relative total stockholder return performance under our performance shares program beginning with 2018 grants.

In 2017, to better align executive compensation to stockholder interest, economic value performance targets under the annual incentive plan were established in line with the financial performance guidance communicated to investors. A target payout under the annual incentive plan would only be achieved if the Company’s sales growth, operating margins and cash flow generation were at the midpoint of the guidance established. A maximum payout would only occur if the Company performed in excess of the top of the range of guidance provided for those same measures. This change was made to provide stockholders additional clarity regarding the process for establishing economic value target performance levels under the annual incentive plan. The actual economic value calculation for 2017 is set forth in the Compensation Discussion & Analysis on page 40.

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The Compensation Committee made some additional changes to our compensation program in 2017 to better align the Company with market practice. A revised stock ownership policy was approved that establishes ownership targets as a percentage of base salary in line with market practice and adds a holding requirement for executives who have not yet met their ownership target. The new policy is described on page 47.

STOCKHOLDER ENGAGEMENT

In 2016 we engaged with our stockholders and based on their input made a number of changes to our compensation program that were highlighted and resulted in a “FOR” vote on our 2017 say-on-pay proposal. Management and the Board continue to conduct extensive outreach with our stockholders. Outreach meetings were conducted in April 2017 and follow-up meetings were held in October through December 2017. In total, we reached out to stockholders representing 52% of our outstanding shares and held in person meetings or calls with holders of 31% in April and 27% in October (in many instances we met with a stockholder more than once). Two of our directors, including the independent Chair of our Board, participated in many of these meetings, and feedback was shared and discussed with the full Board. Topics discussed with investors included executive compensation, action by written consent, board composition and refreshment, business strategy and sustainability.

Our objective is to maintain executive compensation programs that:

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	Proposal 3

		RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
		Our Board recommends that you vote“FOR”this proposal.

	Proposal 4

		VOTE TO APPROVE THE BORGWARNER INC. 2018 STOCK INCENTIVE PLAN
		Our Board recommends that you vote“FOR”this proposal.

	Proposal 5

		VOTE ON AMENDMENT OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR REMOVAL OF DIRECTORS WITHOUT CAUSE
		Our Board recommends that you vote“FOR”this proposal.

	Proposal 6

		VOTE ON AMENDMENT OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT
		Our Board recommends that you vote“FOR”this proposal.

	Proposal 7

		VOTE ON A STOCKHOLDER PROPOSAL TO AMEND EXISTING PROXY ACCESS PROVISION
		Our Board recommends that you vote“AGAINST”this proposal.

We will also take action upon any other business as may properly come before the 2018 Annual Meeting and any adjournments or postponements of that meeting.

The Board of Directors or proxy holders will use their discretion on other matters that may arise at the 2018 Annual Meeting.

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Proxy Statement
March 16, 2018

This proxy statement is furnished in connection with the solicitation of proxies by the Board PROPOSAL 1 
Election of Directors of BorgWarner Inc. (“BorgWarner” or the “Company”) for the Company’s 2018 Annual Meeting of Stockholders to be held at its headquarters located at 3850 Hamlin Road, Auburn Hills, Michigan 48326 on Wednesday, April 25, 2018 at 9:00 a.m., local time, or at any adjournment or postponement thereof.

Internet Availability of Proxy Materials

As permitted by rules adopted by the Securities & Exchange Commission (“SEC”), we are providing our proxy statement, the form of proxy and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 to stockholders electronically via the internet. (Our Annual Report on Form 10-K for our fiscal year ended December 31, 2017, which includes our audited financial statements, is not to be regarded as proxy solicitation material.)Our proxy statement and our 2017 annual report to stockholders are available athttp://www.proxyvote.com.

On or about March 16, 2018, we will initiate delivery of proxy materials to our stockholders of record as of the close of business on March 1, 2018 via (1) a notice containing instructions on how to access materials online, (2) a paper copy mailing or (3) e-mail distribution. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice we sent provides instructions on how to access and review all of the important information contained in the proxy materials. The notice also provides instructions on how you can submit your proxy over the internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials or elect to receive the materials via e-mail in the future, please follow the instructions included in the notice. If you received a printed copy of proxy materials by mail and would like to register to receive a notice of internet availability of proxy materials in the future, you can do so by any of the methods that follow:

	Internet:
			Access the internet, go to www.proxyvote.com and follow the enrollment instructions.
	Telephone:
			Call us free of charge at 1-800-579-1639 from within the United States or Canada.
	E-mail:
			Send us an e-mail at sendmaterial@proxyvote.com, using the control number on your proxy card as the subject line, and state whether you wish to receive a paper or e-mail copy of our proxy materials and whether your request is for this meeting only or all future meetings.

www.borgwarner.com

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Proxy Statement

Record Date and Shares Outstanding

Only stockholders of record at the close of business on March 1, 2018 are entitled to vote at the meeting. As of such date, there were 210,750,746 outstanding shares of common stock. A list of all record holders of our stock will be available for examination by stockholders during normal business hours at 3850 HamlinRoad, Auburn Hills, Michigan 48326 at least ten days prior to the Annual Meeting and will also be available for examination at the Annual Meeting. On each matter considered at our Annual Meeting, you are entitled to one vote for each of your shares of common stock.

Voting

You have a choice of voting over the internet, by telephone or by using a traditional proxy card.

■	To vote by internet, go towww.proxyvote.comand follow the instructions there. You will need the number included on your proxy card, voter instruction form or notice.
■	To vote by telephone, stockholders of record should dial 1-800-690-6903 and follow the instructions. Beneficial holders should dial the phone number listed on your voter instruction form. You will need the number included on your proxy card, voter instruction form or notice.
■	If you received a paper copy of a proxy card or voter instruction form, you can mark, sign and date the proxy card and return it in the envelope that was provided to you.

The deadline for voting by telephone or internet is 11:59 p.m. Eastern Time on April 24, 2018.

If you properly sign and return your signed proxy card or vote by telephone or by the internet before the Annual Meeting, we will vote your shares as you direct. Any proxy returnedwithout specification as to any matter will be voted as to each proposal in accordance with the recommendation of the Board of Directors.

If you hold your stock in “street name”, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker. If you are a stockholder of record, you may change or revoke your vote at any time before the vote is taken by delivering a written notice of revocation to the Secretary of the Company or by submitting another vote on or before April 24, 2018 (including a vote in person at the Annual Meeting). For all methods of voting, your last vote cast will supersede all of your previous votes.

The election inspectors will tabulate the votes cast prior to the meeting and at the meeting to determine whether a quorum is present. The presence in person or by proxy of the holders of a majority of common stock will constitute a quorum. A quorum is necessary to transact business at the Annual Meeting. Shares of common stock represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as present and entitled to vote for purposes of determining the presence of a quorum.

Required Vote

With respect to Proposal 1, our Amended and Restated By-laws (“By-laws”) require that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Each of our director nominees is currently serving on the board. If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on the board as a “holdover director.” Under our By-laws and Corporate Governance Guidelines, each director submits an advance, contingent, irrevocable resignation that the board may accept if stockholders do not re-elect the director. In that situation, our Corporate Governance Committee would make a recommendation to the board about whether to accept or reject the resignation, or whether to take other action. The board would act on the Corporate Governance Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.

BorgWarner Inc.2018 Proxy Statement

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If you hold your stock in street name, your brokerage firm or other nominee may not vote your shares with respect to the election of directors without specific instructions from you as to how to vote with respect to the election of each of the nine nominees for director. These are called broker non-votes. Abstentions and broker non-votes represented by submitted proxies will not be taken into account in determining the outcome of the election of directors.

Each of Proposal 2 (the advisory vote on executive compensation), Proposal 3 (stockholder ratification of the selection of our auditors), Proposal 4 (approval of the BorgWarner Inc. 2018 Stock Incentive Plan), and Proposal 7 (the advisory vote on a stockholder proposal) requires the affirmative vote of a majority of the votes cast to be approved. Accordingly, an abstention or a broker non-vote will have no effect on the outcome of any of those proposals.

Proposals 5 and 6 (amendments to the Restated Certificate of Incorporation) require the affirmative vote of a majority of the shares of outstanding voting stock. Accordingly, abstentions, broker non-votes and other shares that are not voted on those proposals in person or by proxy will have the same effect as voting against the proposal.

Proposals 2 and 7 are advisory votes. Even though your vote with respect to Proposal 2 is advisory and therefore will not be binding on the Company, the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation. At the Annual Meeting of Stockholders held in 2017, stockholders selected annual frequency for stockholder consideration of executive compensation on an advisory basis. Stockholders must reconsider the desired frequency of such consideration in 2023.

We expect that only Proposal 3 will be considered “routine” under NYSE rules. Therefore, your brokerage firm or other nominee may not vote your shares with respect to Proposals 1, 2, 4, 5, 6 or 7 without specific instructions from you as to how to vote.

Householding Information

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, a single copy of our annual report to stockholders, our proxy statement or our Notice of Internet Availability of Proxy Materials, as applicable, will be sent to any household at which two or more stockholders reside, unless one of the stockholders at that address notifies us that they wish to receive individual copies. This procedure reduces our printing costs and fees. Stockholders who participate in householding will continue to receive separate proxy cards.Householding will not affect dividend check mailings, if any, in any way.

We will deliver promptly upon written or oral request a separate copy of our annual report to stockholders, our proxy statement or our Notice of Internet Availability of Proxy Materials, as applicable, to any stockholder at a shared address to which a single copy of those documents was delivered. If you share an address with another stockholder and you wish to receive a separate copy of any of those documents, you may inform us of your wish by contacting Investor Relations, 3850 Hamlin Road, Auburn Hills, Michigan 48326 (tel: +1-248-754-9200). Similarly, if you share an address with another stockholder that is receiving multiple copies and wish to request that the number of copies of those documents being delivered to that address be reduced to a single copy, you may inform us of your wish by contacting Investor Relations at the above address and telephone number.

www.borgwarner.com

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Proposal 1 -

Election of Directors

At this meeting, stockholders will elect nineeight directors to serve a one-year term that will expire at our 20192024 Annual Meeting and until their respective successors have been duly elected and qualified. After 12 yearsThe Board currently consists of service, Richard Schaumnine members. Director David S. Haffner will complete his service on the Boardnot stand for re-election at the April Annual Meeting. The Company thanks himDirector Haffner for his guidance and years of service. TheAfter a search and qualification process in which a search firm assisted, our Board expectswas pleased to appointwelcome Sailaja K. Shankar as a current member of the Board to succeed Mr. Schaumnew director in 2022 and Hau N. Thai-Tang as chair of the Corporate Governance Committee.a new director in 2023.

Our Board takes a thoughtful approach to its composition and refreshment, with a focus on creating a balanced boardBoard that, as a whole, has the expertise, knowledge, and qualifications needed to guide the Company in the execution of its business strategy. The Corporate Governance Committee seeks to establish and maintain a boardBoard that is strong in its collective knowledge and that possesses a diversityrelevant skills and attributes including: notable auto industry experience; experience as Chair/CEO of skills, backgroundmulti-national businesses; backgrounds that contribute to desired diversity; legal/governance experience; international backgrounds; product or clean technology/electronics expertise; non-automotive technology expertise; manufacturing experience; environmental/sustainability experience; cybersecurity/risk management expertise; and experience with respect to vision, strategy and executive leadership, business judgment and knowledge, corporate governance, accounting and finance global markets, clean technology, government experience and automotive industry knowledge.expertise. The Corporate Governance Committee understands the value of cognitive diversity in decision making and has sought and will continue to seek qualified women and members of minority groups as boardBoard candidates. Under this framework and in line with our director nominee requirements, the Board is actively seeking a candidate to replace Mr. Schaum’s experience and technological expertise.

The current slate of director nominees blends fresh perspectives of newer directors with the continuity and institutional knowledge of longer tenuredlonger-tenured directors for an average tenure of less than eightapproximately 6.3 years.

See page 2416 for information on our process for director nominations and candidate requirements.

Recommendation

FollowingOur Board recommends a vote “FOR” the election of directors at this Annual Meeting, your Board will have nine members and no vacancies. Eacheach of the nominees for election has agreed to serve if elected. All of the nominees are presently directors of the Company. In the event that any nominee should become unavailabledirector: Sara A. Greenstein; Michael S. Hanley; Frédéric B. Lissalde; Shaun E. McAlmont; Deborah D. McWhinney; Alexis P. Michas; Sailaja K. Shankar; and Hau N. Thai-Tang.