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Compiled from SEC Form N-PX filings and BORGWARNER INC.’s Form 8-K, filed May 1, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of April 30, 2025: 11 items on BORGWARNER INC.’s Form 8-K, filed May 1, 2025: 11 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore BORGWARNER INC. in the interactive database Compare manager voting policies
These tallies are BORGWARNER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 1, 2025 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Fadool | 187,555,894 | 254,412 | 321,813 | -- | 12,287,182 | 99.8% | Not verified | — |
| Elect Director: Greenstein | 186,175,569 | 1,624,148 | 332,402 | -- | 12,287,182 | 99.1% | Not verified | — |
| Elect Director: Hanley | 187,473,047 | 313,560 | 345,512 | -- | 12,287,182 | 99.8% | Not verified | — |
| Elect Director: McAlmont | 175,142,260 | 12,644,414 | 345,445 | -- | 12,287,182 | 93% | Not verified | — |
| Elect Director: McWhinney | 184,305,596 | 3,482,873 | 343,650 | -- | 12,287,182 | 98% | Not verified | — |
| Elect Director: Michas | 180,707,774 | 7,081,534 | 342,811 | -- | 12,287,182 | 96% | Not verified | — |
| Elect Director: Shankar | 186,678,420 | 1,116,451 | 337,248 | -- | 12,287,182 | 99.4% | Not verified | — |
| Elect Director: Thai-Tang | 187,127,616 | 675,642 | 328,861 | -- | 12,287,182 | 99.6% | Not verified | — |
| (b) Approval, on an advisory basis, of the compensation of the Company's named executive officers: | 162,633,360 | 25,105,228 | 393,531 | -- | 12,287,182 | 87% | Not verified | — |
| (c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2025: | 194,875,100 | 5,215,197 | 329,004 | -- | -- | 97% | Not verified | — |
| (d) Stockholder proposal to remove the one-year holding requirement to call a special meeting of the stockholders: | 33,325,712 | 154,390,112 | 416,295 | -- | 12,287,182 | 18% | Not verified | — |
Source: BORGWARNER INC., Form 8-K, filed with the SEC on May 1, 2025 — read the filing on EDGAR.
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.
Combines 4 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Alexis P. Michas
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 105,695,652 for, 351,992 against, 156,007 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,616,244 | 1,592 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,543 | 16 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 726,378 | 113,316 | 0 | 0 | Mixed |
| SEI | 745,124 | 537 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 5 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Deborah D. McWhinney
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 106,024,402 for, 39,107 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Hau N. Thai-Tang
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 106,060,507 for, 3,002 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Joseph F. Fadool
BORGWARNER INC.’s own tally for this item (“Elect Director: Fadool”): 187,555,894 for, 254,412 against, per its Form 8-K filed May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 106,047,644 for, 15,865 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Michael S. Hanley
BORGWARNER INC.’s own tally for this item (“Elect Director: Hanley”): 187,473,047 for, 313,560 against, per its Form 8-K filed May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 106,063,493 for, 16 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Sailaja K. Shankar
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 106,024,402 for, 39,107 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.1% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Sara A. Greenstein
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 105,913,029 for, 150,480 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 5 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Shaun E. McAlmont
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 96,324,121 for, 9,739,388 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 0 | 9,304,236 | 0 | 0 | Against |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,559 | 0 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 894,880 | 45,989 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 808,489 | 31,205 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 15 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,748,785 | 2,193 | 0 | 0 | For |
| Fidelity | 5,883,080 | 352,586 | 0 | 0 | Mixed |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 0 | 4,698,443 | 0 | 0 | Against |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 1,848,174 | 0 | 0 | Against |
| State Street | 1,600,350 | 209 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 393,323 | 446,371 | 0 | 0 | Mixed |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 552,391 | 168,386 | 0 | 0 | Mixed |
| AB RELATIVE VALUE FUND, INC. | 0 | 551,548 | 0 | 0 | Against |
| Equitable | 312,444 | 232,140 | 0 | 0 | Mixed |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 485,326 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 96,722,746 for, 9,197,979 against, 140,142 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| HARRIS ASSOCIATES L P | 11,359,274 | 0 | 0 | 0 | For |
| Victory Capital | 10,685,559 | 0 | 0 | 0 | For |
| BlackRock | 7,225,749 | 454 | 0 | 0 | For |
| Invesco | 6,574,826 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 5,548,935 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 4,609,306 | 0 | 0 | Against |
| State Street | 4,090,111 | 75,266 | 0 | 0 | For |
| American Century | 0 | 3,703,976 | 0 | 0 | Against |
| LSV ASSET MANAGEMENT | 3,326,353 | 0 | 0 | 0 | For |
| EARNEST PARTNERS LLC | 905,711 | 2,418,231 | 0 | 0 | Mixed |
| Turtle Creek Asset Management Inc. | 3,079,465 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 2,748,433 | 0 | 0 | 0 | For |
| Charles Schwab | 2,237,922 | 0 | 0 | 0 | For |
| SILVERCREST ASSET MANAGEMENT GROUP LLC | 2,206,677 | 0 | 0 | 0 | For |
| Swedbank Robur Fonder AB | 0 | 2,004,556 | 0 | 0 | Against |
| Robeco Institutional Asset Management B.V. | 0 | 1,565,068 | 0 | 0 | Against |
| FULLER & THALER ASSET MANAGEMENT, INC. | 1,460,069 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 285 | 1,434,749 | 0 | 0 | Against |
| Dimensional | 1,303,718 | 0 | 0 | 0 | For |
| Northern Trust | 1,290,429 | 1,429 | 0 | 0 | For |
| FIFTHDELTA Ltd | 1,250,825 | 0 | 0 | 0 | For |
| Citadel | 1,210,000 | 0 | 0 | 0 | For |
| SEI | 1,165,831 | 0 | 0 | 0 | For |
| Grantham, Mayo, Van Otterloo & Co. LLC | 1,131,824 | 0 | 0 | 0 | For |
| Mawer Investment Management Ltd. | 1,059,769 | 0 | 0 | 0 | For |
Institutional-manager reports, all 537 managers: 92,466,852 for, 20,100,884 against, 91,457 abstained, 26,068 not voted, 152 unknown. Showing the 25 largest; see all in the interactive database.
Combines 4 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2025.
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 105,709,201 for, 303,208 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 27,617,836 | 0 | 0 | 0 | For |
| Dimensional | 9,304,236 | 0 | 0 | 0 | For |
| HARRIS ASSOCIATES INVESTMENT TRUST | 8,819,298 | 0 | 0 | 0 | For |
| Victory Capital | 8,701,938 | 0 | 0 | 0 | For |
| BlackRock | 6,750,978 | 0 | 0 | 0 | For |
| Fidelity | 6,235,666 | 0 | 0 | 0 | For |
| Invesco | 6,194,041 | 0 | 0 | 0 | For |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 2,217,565 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,848,174 | 0 | 0 | 0 | For |
| State Street | 1,600,517 | 42 | 0 | 0 | For |
| Capitol Series Trust | 1,401,240 | 0 | 0 | 0 | For |
| Jackson National | 940,869 | 0 | 0 | 0 | For |
| First Trust | 922,816 | 0 | 0 | 0 | For |
| Principal | 858,082 | 0 | 0 | 0 | For |
| Lincoln Financial | 839,694 | 0 | 0 | 0 | For |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 720,777 | 0 | 0 | 0 | For |
| AB RELATIVE VALUE FUND, INC. | 551,548 | 0 | 0 | 0 | For |
| Equitable | 544,584 | 0 | 0 | 0 | For |
| GMO | 541,368 | 0 | 0 | 0 | For |
| TIAA | 529,054 | 0 | 0 | 0 | For |
| WisdomTree | 451,098 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 434,226 | 0 | 0 | 0 | For |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Combines 4 wordings of this item as funds reported it.
18% Majority: no · of votes cast
Description as filed by funds: VOTE ON STOCKHOLDER PROPOSAL TO REMOVE ONE-YEAR HOLDING REQUIREMENT TO CALL A SPECIAL MEETING.
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 May 1, 2025 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 18% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 135 asset managers below reported 14,453,658 for, 91,609,851 against, 140,142 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 407,221 | 27,210,615 | 0 | 0 | Against |
| Dimensional | 0 | 9,304,236 | 0 | 0 | Against |
| HARRIS ASSOCIATES INVESTMENT TRUST | 0 | 8,819,298 | 0 | 0 | Against |
| Victory Capital | 0 | 8,701,938 | 0 | 0 | Against |
| BlackRock | 4,593 | 6,746,385 | 0 | 0 | Against |
| Fidelity | 529,957 | 5,705,709 | 0 | 0 | Mixed |
| Invesco | 0 | 6,194,041 | 0 | 0 | Against |
| American Century | 4,698,443 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 4,600,157 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 2,217,565 | 0 | 0 | Against |
| AllianceBernstein | 0 | 1,848,174 | 0 | 0 | Against |
| State Street | 168 | 1,600,391 | 0 | 0 | Against |
| Capitol Series Trust | 0 | 1,401,240 | 0 | 0 | Against |
| Jackson National | 0 | 940,869 | 0 | 0 | Against |
| First Trust | 0 | 922,816 | 0 | 0 | Against |
| Principal | 0 | 858,082 | 0 | 0 | Against |
| Lincoln Financial | 446,371 | 393,323 | 0 | 0 | Mixed |
| SEI | 745,661 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 535,597 | 185,180 | 0 | 0 | Mixed |
| AB RELATIVE VALUE FUND, INC. | 0 | 551,548 | 0 | 0 | Against |
| Equitable | 118,040 | 426,544 | 0 | 0 | Mixed |
| GMO | 0 | 541,368 | 0 | 0 | Against |
| TIAA | 0 | 529,054 | 0 | 0 | Against |
| AMERICAN BEACON FUNDS | 312,801 | 172,525 | 0 | 0 | Mixed |
| WisdomTree | 0 | 451,098 | 0 | 0 | Against |
Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 218,669,874 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 12.63% |
| 2 | Dimensional | 4.25% |
| 3 | HARRIS ASSOCIATES INVESTMENT TRUST | 4.03% |
| 4 | Victory Capital | 3.98% |
| 5 | BlackRock | 3.09% |
| 6 | Fidelity | 2.85% |
| 7 | Invesco | 2.83% |
| 8 | American Century | 2.15% |
| 9 | Pacer Funds Trust | 2.10% |
| 10 | Charles Schwab | 1.01% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | HARRIS ASSOCIATES L P | 5.19% |
| 2 | Victory Capital | 4.89% |
| 3 | BlackRock | 3.30% |
| 4 | Invesco | 3.01% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.54% |
| 6 | AllianceBernstein | 2.11% |
| 7 | State Street | 1.90% |
| 8 | American Century | 1.69% |
| 9 | LSV ASSET MANAGEMENT | 1.52% |
| 10 | EARNEST PARTNERS LLC | 1.52% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| 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 December 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 December 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At BORGWARNER INC.'s shareholder meeting held April 30, 2025, in the 2024-2025 proxy season, 642 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 7,884 separate fund positions. 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 May 1, 2025.
BORGWARNER INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.