SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report: November 11, 2009
BORGWARNER
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
1-12162
(Commission
File No.)
|
13-3404508
(IRS
Employer Identification No.)
|
3850
Hamlin Road, Auburn Hills, Michigan 48326
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (248) 754-9200
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(e)
On November 11, 2009, the Board of Directors of the Company amended the form of
Change of Control Employment Agreement (the “Agreement”) to be entered into with
selected Executives during 2009 and for the future. The amendment
removes the gross-up of excise taxes, provides mechanisms for a reduction of
payments to an Executive if the reduction would result in the Executive’s
receipt of greater net after tax payments, and provides a mechanism for
valuation of the Executive’s non-competition obligations. A copy of
the amended Agreement is attached hereto as Exhibit 99.1.
Item
8.01 Other
Events
On November 11, 2009, pursuant to the
BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the
Board of Directors of the Company approved the First Amendment to the Plan to
(i) give discretion to the Committee designated in the Plan to extend the time
for exercise of Stock Options within the original life of the option; (ii)
clarify that Tandem Stock Appreciation Rights shall be exercisable to the extent
that the Stock Options to which they relate are exercisable including any
extensions, and (iii) to allow the Company to determine the manner in which
withholding obligations relating to an award shall be satisfied. The
amendment is attached hereto as Exhibit 99.2.
On November 10, 2009, the Compensation
Committee of the Board of Directors of the Company amended Section 12 (and if
not called Section 12, the corresponding withholding provision thereof) of every
Restricted Stock Agreement granted by the Company to employees on or after
February 6, 2008 under the BorgWarner Inc. Amended and Restated 2004 Stock
Incentive Plan, relating to withholding for taxes. The amendment is
attached hereto as Exhibit 99.3.
The Company’s declaratory judgment
action pending in the United States District Court Southern District of Indiana
(Indianapolis Division) was dismissed by the Court on November 9, 2009. A
mirror-image action in the United States District Court, Eastern District of
Michigan (Southern Division) is continuing.
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
99.1
|
Amended
Change of Control Agreement
|
|
99.2
|
First
Amendment to the BorgWarner Inc. Amended and Restated 2004 Stock Incentive
Plan (as amended and restated effective April 29, 2009)
|
|
99.3
|
First
Amendment to Restricted Stock
Agreements
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
BORGWARNER
INC.
|
|
|
|
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Dated: November
13, 2009
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By:
|
/s/ John J. Gasparovic |
|
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Name:
John J. Gasparovic
|
|
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Its:
Secretary
|