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Compiled from SEC Form N-PX filings and BorgWarner Inc.’s Form 8-K, filed April 30, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of April 29, 2026: 12 items on BorgWarner Inc.’s Form 8-K, filed April 30, 2026: 12 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 April 30, 2026 (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 | 174,626,241 | 497,487 | 280,418 | -- | 11,772,156 | 99.7% | Not verified | — |
| Elect Director: Greenstein | 172,509,049 | 2,627,531 | 267,566 | -- | 11,772,156 | 98% | Not verified | — |
| Elect Director: Hanley | 174,386,590 | 749,192 | 268,364 | -- | 11,772,156 | 99.5% | Not verified | — |
| Elect Director: McAlmont | 172,749,138 | 2,381,528 | 273,480 | -- | 11,772,156 | 99% | Not verified | — |
| Elect Director: McWhinney | 172,546,276 | 2,591,113 | 266,757 | -- | 11,772,156 | 99% | Not verified | — |
| Elect Director: Michas | 168,149,322 | 6,986,400 | 268,424 | -- | 11,772,156 | 96% | Not verified | — |
| Elect Director: Shankar | 173,400,105 | 1,732,411 | 271,630 | -- | 11,772,156 | 99.0% | Not verified | — |
| Elect Director: Thai-Tang | 173,967,437 | 1,170,736 | 265,973 | -- | 11,772,156 | 99.3% | Not verified | — |
| (b) Approval, on an advisory basis, of the compensation of the Company's named executive officers: | 168,106,859 | 6,878,029 | 419,258 | -- | 11,772,156 | 96% | Not verified | — |
| (c) Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026: | 182,862,445 | 4,048,763 | 265,094 | -- | -- | 98% | Not verified | — |
| (d) Approval of the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan: | 165,155,049 | 9,871,409 | 377,688 | -- | 11,772,156 | 94% | Not verified | — |
| (e) Stockholder proposal regarding action by written consent: | 7,092,158 | 167,086,447 | 1,255,541 | -- | 11,772,156 | 4% | Not verified | — |
Source: BorgWarner Inc., Form 8-K, filed with the SEC on April 30, 2026 — read the filing on EDGAR.
Each item below shows how the 653 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 5 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”): 168,149,322 for, 6,986,400 against, per its Form 8-K filed April 30, 2026 (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 132 asset managers below reported 77,385,563 for, 294,360 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,956,346 | 24,604 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,653,272 | 2,284 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 753,931 | 537 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 419,045 | 114,402 | 0 | 0 | Mixed |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% 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”): 172,546,276 for, 2,591,113 against, per its Form 8-K filed April 30, 2026 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 77,363,917 for, 316,005 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,943 | 5 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.3% 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”): 173,967,437 for, 1,170,736 against, per its Form 8-K filed April 30, 2026 (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: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 77,678,735 for, 1,186 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,945 | 2 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.7% 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”): 174,626,241 for, 497,487 against, per its Form 8-K filed April 30, 2026 (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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 77,679,921 for, 1 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,947 | 1 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.5% 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”): 174,386,590 for, 749,192 against, per its Form 8-K filed April 30, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 77,677,592 for, 2,331 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,947 | 2 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.0% 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”): 173,400,105 for, 1,732,411 against, per its Form 8-K filed April 30, 2026 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 77,363,919 for, 316,002 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,945 | 2 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 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: Sara A. Greenstein
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 April 30, 2026 (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 132 asset managers below reported 77,188,752 for, 491,170 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,943 | 5 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% 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”): 172,749,138 for, 2,381,528 against, per its Form 8-K filed April 30, 2026 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 77,363,918 for, 316,004 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,944 | 4 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan.
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 April 30, 2026 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 139 asset managers below reported 77,322,704 for, 379,364 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,923 | 23 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,449 | 107 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 724,494 | 29,974 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.
Combines 10 wordings of this item as funds reported it.
96% 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:”): 168,106,859 for, 6,878,029 against, per its Form 8-K filed April 30, 2026 (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.
Also reported under other wordings, matched to the same row of BorgWarner Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on Pay” (2 managers, 128 for, 89,100 against).
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 | 24,980,932 | 15 | 1 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,556 | 0 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 754,468 | 0 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Fund voting reports, all 131 managers: 77,214,082 for, 258,811 against, 112,212 abstained, 164 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 12,304,081 | 1,151 | 0 | 0 | For |
| State Street | 6,550,156 | 7,393 | 0 | 0 | For |
| AQR | 5,561,243 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 4,726,958 | 0 | 0 | 0 | For |
| Victory Capital | 4,553,148 | 0 | 0 | 0 | For |
| LSV ASSET MANAGEMENT | 4,030,376 | 0 | 0 | 0 | For |
| FULLER & THALER ASSET MANAGEMENT, INC. | 3,969,348 | 0 | 0 | 0 | For |
| EARNEST PARTNERS LLC | 3,297,626 | 0 | 0 | 0 | For |
| Swedbank Robur Fonder AB | 0 | 2,955,250 | 0 | 0 | Against |
| Goldman Sachs | 2,941,886 | 0 | 0 | 0 | For |
| AllianceBernstein | 2,751,247 | 0 | 0 | 0 | For |
| SILVERCREST ASSET MANAGEMENT GROUP LLC | 2,305,427 | 0 | 0 | 0 | For |
| American Century | 2,172,173 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 2,134,074 | 0 | 0 | 0 | For |
| SEI | 1,961,863 | 0 | 0 | 0 | For |
| Charles Schwab | 1,838,323 | 0 | 0 | 0 | For |
| Northern Trust | 1,721,128 | 0 | 0 | 0 | For |
| Vanguard | 1,718,947 | 0 | 0 | 0 | For |
| DE Shaw | 1,484,881 | 0 | 0 | 0 | For |
| Dimensional | 1,447,223 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 1,397,513 | 0 | 0 | 0 | For |
| Fidelity | 1,252,979 | 0 | 0 | 0 | For |
| SEB Asset Management AB | 1,082,231 | 0 | 0 | 0 | For |
| Robeco Institutional Asset Management B.V. | 1,025,157 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 861,892 | 0 | 0 | 0 | For |
Institutional-manager reports, all 553 managers: 98,335,309 for, 5,647,735 against, 187,757 abstained, 62,957 not voted. Showing the 25 largest; see all in the interactive database.
Combines 4 wordings of this item as funds reported it.
98% 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 2026.
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 April 30, 2026 (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 132 asset managers below reported 77,595,262 for, 33,559 against, 112,211 abstained, 164 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,980,937 | 11 | 0 | 0 | For |
| BlackRock | 12,174,646 | 0 | 0 | 0 | For |
| Fidelity | 6,156,866 | 0 | 0 | 0 | For |
| Dimensional | 3,925,063 | 0 | 0 | 0 | For |
| Capitol Series Trust | 3,817,600 | 0 | 0 | 0 | For |
| Victory Capital | 3,463,469 | 0 | 0 | 0 | For |
| Charles Schwab | 1,818,533 | 0 | 0 | 0 | For |
| American Century | 1,695,149 | 0 | 0 | 0 | For |
| State Street | 1,655,449 | 107 | 0 | 0 | For |
| AQR | 1,295,182 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,049,322 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,040,105 | 0 | 0 | 0 | For |
| Goldman Sachs | 795,312 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 765,277 | 0 | 0 | 0 | For |
| SEI | 724,494 | 29,974 | 0 | 0 | For |
| TIAA | 719,947 | 0 | 0 | 0 | For |
| Jackson National | 672,206 | 0 | 0 | 0 | For |
| First Trust | 654,562 | 0 | 0 | 0 | For |
| Equitable | 610,959 | 0 | 0 | 0 | For |
| Nationwide | 601,211 | 0 | 0 | 0 | For |
| Lincoln Financial | 533,447 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 512,662 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 441,979 | 0 | 0 | 0 | For |
| Principal | 406,072 | 0 | 0 | 0 | For |
| WisdomTree | 384,084 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 3 wordings of this item as funds reported it.
4% Majority: no · of votes cast
Description as filed by funds: VOTE ON STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.
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 April 30, 2026 (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: 4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of BorgWarner Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Provide Right to Act by Written Consent” (5 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
The 129 asset managers below reported 341,606 for, 76,515,862 against, 112,215 abstained, 22,931 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 24,604 | 24,956,344 | 4 | 0 | Against |
| BlackRock | 0 | 12,174,646 | 0 | 0 | Against |
| Fidelity | 0 | 6,156,866 | 0 | 0 | Against |
| Dimensional | 0 | 3,925,063 | 0 | 0 | Against |
| Capitol Series Trust | 0 | 3,817,600 | 0 | 0 | Against |
| Victory Capital | 0 | 3,463,469 | 0 | 0 | Against |
| Charles Schwab | 0 | 1,818,533 | 0 | 0 | Against |
| American Century | 0 | 1,695,149 | 0 | 0 | Against |
| State Street | 2,211 | 1,653,345 | 0 | 0 | Against |
| AQR | 0 | 1,295,182 | 0 | 0 | Against |
| AllianceBernstein | 0 | 1,049,322 | 0 | 0 | Against |
| Pacer Funds Trust | 0 | 1,040,105 | 0 | 0 | Against |
| Goldman Sachs | 0 | 795,312 | 0 | 0 | Against |
| Bridge Builder Trust | 0 | 765,277 | 0 | 0 | Against |
| SEI | 537 | 753,931 | 0 | 0 | Against |
| TIAA | 0 | 719,947 | 0 | 0 | Against |
| Jackson National | 0 | 672,206 | 0 | 0 | Against |
| First Trust | 0 | 654,562 | 0 | 0 | Against |
| Equitable | 0 | 610,959 | 0 | 0 | Against |
| Nationwide | 0 | 601,211 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 512,662 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 441,979 | 0 | 0 | Against |
| Principal | 0 | 406,072 | 0 | 0 | Against |
| WisdomTree | 0 | 384,084 | 0 | 0 | Against |
| Brighthouse | 0 | 249,039 | 112,211 | 0 | Mixed |
Showing the 25 largest of 129 asset managers. See all 129 in the interactive database.
Not shown here: this season’s fund filings also report 1 item from the meeting of April 30, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.
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 207,057,271 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 12.06% |
| 2 | BlackRock | 5.88% |
| 3 | Fidelity | 2.97% |
| 4 | Dimensional | 1.90% |
| 5 | Capitol Series Trust | 1.84% |
| 6 | Victory Capital | 1.67% |
| 7 | Charles Schwab | 0.88% |
| 8 | American Century | 0.82% |
| 9 | State Street | 0.80% |
| 10 | AQR | 0.63% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 5.94% |
| 2 | State Street | 3.17% |
| 3 | AQR | 2.69% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.28% |
| 5 | Victory Capital | 2.20% |
| 6 | LSV ASSET MANAGEMENT | 1.95% |
| 7 | FULLER & THALER ASSET MANAGEMENT, INC. | 1.92% |
| 8 | EARNEST PARTNERS LLC | 1.59% |
| 9 | Swedbank Robur Fonder AB | 1.43% |
| 10 | Goldman Sachs | 1.42% |
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 |
|---|---|---|
| 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 December 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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, 2025. 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 29, 2026, in the 2025-2026 proxy season, 653 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 8,083 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 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 April 30, 2026.
BorgWarner Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.