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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,
2008
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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 þ
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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o
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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o
Definitive Proxy Statement
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þ
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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þ
No fee required.
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o
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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o
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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SEC
1913 (02-02)
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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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BORGWARNER
INC.
INFORMATION
REGARDING THE ANNUAL MEETING OF STOCKHOLDERS
Auburn
Hills, Michigan
March
23,
2007
Dear
Stockholder:
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 25,
2007,
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 II Directors to serve for the next
three
years;
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(Item
1 on the Proxy Card);
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2.
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To
vote upon a stockholder proposal concerning director
elections;
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(Item
2 on the Proxy Card);
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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 2007;
and
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(Item
3 on the Proxy Card);
and
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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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Your
Board of Directors recommend that you vote “FOR” Item 1, “FOR” Item 3 and
“AGAINST” Item 2. These
proposals are described in the proxy statement that already has been sent
to
you. Our proxy statement and our 2006 annual report to stockholders are
available online by going to www.borgwarner.com>investor information. You
also may contact John Gasparovic, Vice President, General Counsel
and Secretary, or Laurene Horiszny, Chief Compliance Officer, at (248)
754-9200 to obtain copies of our annual report and proxy statement.
Only
BorgWarner stockholders of record at the close of business on March 2, 2007
are
entitled to vote at the meeting or any adjournment or postponement thereof.
YOU
MAY VOTE BY:
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Signing
and returning the accompanying proxy card
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OR
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Voting
by telephone or by the Internet (see the enclosed proxy card for
instructions)
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OR
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Voting
in person at the meeting (if you are a stockholder of
record)
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Thank
you
for your cooperation and continued support.
BorgWarner
Inc.
This
Proxy is Solicited by the Board of Directors in Connection
With
the Annual Meeting of Stockholders
9:00
A.M. (local time)
April 25,
2007
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PLACE:
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BorgWarner
Inc.
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3850
Hamlin Road
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Auburn
Hills, Michigan 48326
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PROXY:
JOHN
J.
GASPAROVIC and LAURENE H. HORISZNY and each of them, are hereby appointed by
the
undersigned as attorneys and proxies with full power of substitution, to vote
all the shares of Common Stock held of record by the undersigned on
March 2, 2007 at the Annual Meeting of Stockholders of BorgWarner Inc. or
at any adjournment(s) of the meeting, on each of the items on the reverse side
and in accordance with the directions given therein.
THIS
PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE
SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
Address
Change/Comments (Mark the corresponding box on the reverse
side)
/\
FOLD AND DETACH HERE /\
You
can now access your BorgWarner account online.
Access
your BorgWarner stockholder account online via Investor ServiceDirect® (ISD).
Mellon
Investor Services LLC, Transfer Agent for BorgWarner, now makes it easy and
convenient to get current information on your stockholder account.
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•
View account status
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•
View payment history for dividends
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•
View certificate history
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•
Make address changes
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•
View book-entry information
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•
Obtain a duplicate 1099 tax form
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•
Establish/change your PIN
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Visit
us on the web at http://www.melloninvestor.com
For
Technical Assistance Call 1-877-978-7778 between
9am-7pm
Monday-Friday
Eastern Time
Investor
ServiceDirect® is a registered trademark of Mellon Investor Services
LLC
***TRY
IT OUT***
www.melloninvestor.com/isd/
Investor
ServiceDirect®
Available
24 hours per day, 7 days per week
TOLL
FREE NUMBER: 1-800-370-1163
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IF
NO CHOICE IS SPECIFIED, this Proxy will be voted “FOR” the election of all
listed nominees, “AGAINST” Proposal 2 and "FOR" Proposal 3,
all in accordance with the recommendations of a majority of the Board
of Directors.
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Please
Mark
Here
for
Address o
Change or
Comments
SEE
REVERSE SIDE
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1.
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Election
of three Class II Directors:
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for
all nominees
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withhold
authority
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listed
(except as indicated)
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to
vote for all nominees listed
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01
Jere A. Drummond
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02
Timothy M. Manganello
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03
Ernest J. Novak, Jr.
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(INSTRUCTION:
To withhold authority to vote for any individual nominee, write that nominee’s
name on the space provided below.)
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FOR
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AGAINST
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ABSTAIN
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2.
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To
vote upon a stockholder proposal concerning director
elections.
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o
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o
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o
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FOR
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AGAINST
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ABSTAIN
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3.
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To
ratify the appointment of Deloitte & Touche LLP as Independent
Registered Public Accounting Firm for the Company for 2007.
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o
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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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Dated:
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__________________________________________2007
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Signature
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Signature
if held jointly
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Please
sign exactly as your name appears hereon. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee,
or
guardian, please give full title as such. If a corporation, please sign in
full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
/\
FOLD AND DETACH HERE /\
WE
ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH
ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet
and telephone voting is available through 11:59 PM Eastern
Time
the
day prior to annual meeting day.
Your
Internet or telephone vote authorizes the named proxies to vote your shares
in
the same manner
as
if you marked, signed and returned your proxy card.
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Internet
http://www.proxyvoting.com/bwa
Use
the internet to vote your proxy.
Have
your proxy card in hand when
you
access the web site.
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OR
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Telephone
1-866-540-5760
Use
any touch-tone telephone to
vote
your proxy. Have your proxy
card
in hand when you call.
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If
you
vote your proxy by Internet or by telephone,you
do
NOT need to mail back your proxy card.
To
vote
by mail, mark, sign
and
date your proxy card and return it in the enclosed postage-paid
envelope.
Choose
MLinkSM
for
Fast, easy and secure 24/7 online access to your future proxy materials,
investment plan statements, tax documents and more. Simply log on to
Investor
ServiceDirect® at
www.melloninvestor.com/isd where step-by-step instructions will prompt
you through enrollment.
You
can view the Annual Report and Proxy Statement on the internet at
www.borgwarner.com