defa14a
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.)
Filed by the Registrant þ
Filed by a party other than the Registrant
Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o   Definitive Proxy Statement
þ   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a.12
BorgWarner Inc.
 
(Name of Registrant as Specified In its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
 
    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
 
(2) Aggregate number of securities to which transaction applies:
 
(3) Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth in 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:
 
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
 
(2) Form, Schedule or Registration Statement No.:
 
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(4) Date Filed:
 


 

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 27, 2011

BORGWARNER INC.
(ADDRESS LABEL)
Meeting Information
  Meeting Type: Annual Meeting
  For holders as of: March 01, 2011
  Date: April 27, 2011        Time: 9:00 AM EDT
  Location:   BorgWarner Inc.
3850 Hamlin Road
Auburn Hills, Michigan 48326

You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
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(FILE NUMBER)
—  Before You Vote  —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report on Form 10K         2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
     
1) BY INTERNET:
  www.proxyvote.com
2) BY TELEPHONE:
  1-800-579-1639
3) BY E-MAIL*:
  sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 13, 2011 to facilitate timely delivery.
—  How To Vote  —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(FILE NUMBER)
               
Voting items
 
 
           
The Board of Directors recommends you vote FOR the following:
 
1.
    Election of Directors
 
    Nominees
01
    Robin J. Adams
 
02
    David T. Brown
 
03
    Jan Carlson
 
04
    Dennis C. Cuneo
 
 
           
The Board of Directors recommends you vote FOR proposals 2 and 3.
 
           
2
    To ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Company for 2011.
 
           
3
    To seek your advisory vote on executive compensation programs as disclosed in the Compensation Discussion and Analysis section of the proxy statement.
 
           
The Board of Directors recommends you vote 3 YEARS on the following proposal:
 
           
4
    The company seeks stockholders’ input on the frequency of future stockholder advisory votes on exectuive compensation programs.
 
           
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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(FILE NUMBER)
       
  Reserved for Broadridge Internal Control Information           (LABEL)
     
     
     
     
     
             
 
  NAME        
 
           
 
  THE COMPANY NAME INC. - COMMON     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - CLASS A     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - CLASS B     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - CLASS C     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - CLASS D     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - CLASS E     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - CLASS F     123,456,789,012.12345  
 
  THE COMPANY NAME INC. - 401 K     123,456,789,012.12345  
 
           
 
 
   
  (LABEL)
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE