Borgwarner Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 21 2008 - 3:22PM
Edgar (US Regulatory)
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OMB
APPROVAL
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OMB
Number:
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3235-0059
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Expires:
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January 31,
2009
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Estimated
average burden hours per response
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14
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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. )
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Filed by the
Registrant
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Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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X
Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1) Title
of each class of securities to which transaction
applies:
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2) Aggregate
number of securities to which transaction applies:
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3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed
maximum aggregate value of transaction:
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5) Total
fee paid:
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Fee paid previously with preliminary materials.
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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.
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1) Amount
Previously Paid:
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2) Form,
Schedule or Registration Statement No.:
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3) Filing
Party:
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4) Date
Filed:
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Persons
who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
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Important Notice
Regarding The Availability of Proxy Materials for the Shareholder Meeting to be
held on 04/30/08.
This
communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. We encourage you to access and
review all of the important information contained in the proxy materials before
voting.
The following materials
are available for view:
Notice
and Proxy Statement and Summary Annual Report
To view this material,
have the 12-digit Control #'(s) available and visit:
www.proxyvote.com
If you
want to receive a paper or e-mail copy of the above listed documents you must
request one. There is no charge to you for requesting a copy. To
facilitate timely delivery please make the request as instructed below on or
before 04/17/08.
To request material:
Internet:
www.proxyvote.com
Telephone:
1-800-579-1639
**E-mail:
sendmaterial@proxyvote.com
**If requesting material
by e-mail please send a blank e-mail with the 12 Digit Control# (located on the
following page) in the subject line.
Requests, instruction and
other inquiries will NOT be forwarded to your investment advisor.
BORGWARNER
INC.
Broadridge
51 Mercedes
Way
Edgewood, NY
11717
Vote
in Person
Should you choose to vote
these shares in person at the meeting you must request a "legal proxy". To
request a legal proxy please follow the instructions at www.proxyvote.com or
request a paper copy of the material. 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.
Vote
by Internet
To vote
now
by Internet, go to
WWW.PROXYVOTE.COM.
Please refer to the proposals ad follow the
instructions.
BORGWARNER
INC.
___________________
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
BorgWarner Inc.
will hold its Annual Meeting of Stockholders at the Company’s headquarters
located at 3850 Hamlin Road, Auburn Hills, Michigan, 48326, on April 30,
2008, at 9:00 a.m., local time, for the following purposes:
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1.
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To elect the
nominees for Class III Directors to serve for the next three
years;
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2.
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To vote
upon a proposal to approve an amendment to the Company’s Restated
Certificate of Incorporation to increase the authorized common stock of
the Company from 150,000,000 shares to 390,000,000
shares;
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3.
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To ratify the
appointment of Deloitte & Touche LLP as the independent registered
public accounting firm for the Company for 2008;
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4.
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To transact
such other business as may properly come before the meeting or any
adjournment or postponement thereof.
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Only stockholders
of record at the close of business on March 3, 2008 are entitled to
vote at the meeting or any adjournment or postponement thereof.
The Board of
Directors recommend, a vote "FOR" Proposals 1, 2 and 3.
VOTING
items
The Board of
Directors recommends a vote FOR each of Proposals 1, 2 and 3.
1.
Election of Directors
Nominees:
01) Robin J. Adams (2011)
02) David T. Brown (2011)
2.
To
approve the Amendment to the Company's Restated Certificate of Incorporation to
increase the authorized common stock of the Company from 150,000,000 shares
to
390,000,000 shares.
3.
To
ratify the appointment of Deloitte & Touche LLP as Independent Registered
Public Accounting Firm for the Company for 2008.
Note: To transact
such other business as may properly come before the meeting or any adjournment
or postponement thereof.
Voting
Instructions
If your securities
are held by a broker who is a member of the New York Stock Exchange (NYSE), the
rules of the NYSE will guide the voting procedures. These rules provide
that if instructions are not received from you prior to the issuance of the
first vote, the proxy may be given at a discretion of your broker (on the tenth
day, if the material was mailed at least 15 days prior to the meeting
date. On the fifteenth day if the proxy material was mailed 25 days or
more prior to the meeting date), in order for your broker to exercise this
discretionary authority, proxy material would need to have been mailed at least
15 days prior to the meeting date, and the matters(s) before the meeting must be
deemed "routine" in nature according to NYSE guidelines. If these two
requirements are met, and you have not communicated to us prior to the first
vote being issued, we may vote your securities at our discretion on these
matter(s). We will nevertheless follow your instructions, even if our
discretionary vote has already been given, provided your instructions are
received prior to the meeting date.
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