BorgWarner Inc. | Right To Act By Written Consent at BorgWarner Inc.

Status
Filed
AGM date
Previous AGM date
Resolution details
Company ticker
BWA
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
BorgWarner shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for BorgWarner shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting ? yet BorgWarner made the threshold 20% of shareholders based on all shares outstanding and then excluded all BorgWarner shares that were not long-term shares. This proposal topic won more than 50% support at the 2021 BorgWarner annual meeting. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when BorgWarner is underperforming. Now could be a ripe time for this proposal due to the long-term underperformance of BorgWarner stock. BorgWarner stock was at $55 in 2017 and at only $45 in late 2025 despite a robust stock market. If BorgWarner directors and management know that BorgWarner shareholders can act by written consent they will have an incentive to perform better. Challenging news reports regarding BorgWarner emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026. BorgWarner's statutory profit was significantly weakened by unusual or non-recurring items totaling $835 million to $794 million in the 12-months leading up to September 2025. This led to a sharp drop in net profit margins from 6% to just 1% in that period. In Q2 2025, BorgWarner announced its decision to exit the battery charging business entirely. This strategic shift highlighted the failure of this venture. Negative reports pointed to a soft commercial vehicle and off-highway market in North America which pressured sales performance. Challenges related to the "Nexperia chip situation" were cited as a potential impact on production in Europe and China. BorgWarner also faced potential risks from the indirect effects of automotive tariffs on its global OEM customers who import cars into the U.S. market. In May 2025, an analysis noted that BorgWarner?s long-term debt had risen to $3.8 billion, a concern that could restrict financial flexibility. Several BorgWarner VPs, including Stefan Demmerle and Isabelle Mckenzie, sold BorgWarner stock in the latter half of 2025, which can sometimes be interpreted unfavorably by shareholders.

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