brimm/sip
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report: April 27, 2006
BORGWARNER
INC.
(Exact
name of registrant as specified in its charter)
Delaware 1-12162 13-3404508
(State
of
Incorporation) (Commission File No.) (IRS
Employer Identification
No.)
3850
Hamlin Road
Auburn
Hills, MI 48326
(Address
of principal executive offices)
Registrant=s
telephone number, including area code:
(248)
754-9200
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)
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Item
1.01
Entry
into a Material Definitive Agreement
On
April
26, 2006, BorgWarner Inc.’s stockholders approved the BorgWarner Inc. Amended
and Restated 2004 Stock Incentive Plan (the “Plan”). A summary of Plan terms was
provided in the Company’s Proxy Statement filed with the Securities and Exchange
Commission on March 23, 2006.
A
copy of
the Plan is attached as Exhibit 99.1 and is incorporated herein by
reference.
Item
5.02
Departure
of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
In
accordance with the Company’s Corporate Governance Guidelines which prohibit
standing for election after reaching age 72, Dr. Andrew F. Brimmer retired
as a
director of the Company effective April 26, 2006, upon completion of his
term.
In
connection with Dr. Brimmer’s retirement from the Board, the Company’s Board of
Directors approved of the removal of restrictions on 400 shares of restricted
stock granted on July 28, 2004 and on 947 shares of restricted stock granted
on
July 27, 2005. The restrictions on these shares were scheduled to lapse on
July
27, 2006.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits
99.1 BorgWarner
Inc. Amended and Restated 2004 Stock Incentive Plan (incorporated by reference
to Appendix B of the Company’s Proxy Statement dated March 23, 2006 for its 2006
Annual Meeting of Stockholders).
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.
/s/
Vincent M.
Lichtenberger
Vincent
M. Lichtenberger
Assistant
Secretary
Dated:
April 27, 2006