BORGWARNER INC

The proposal asks the Board to enable stockholder action by written consent such that shareholders entitled to cast the minimum number of votes necessary to authorize an action at a meeting (with all stockholders present and voting) may do so, without discrimination or restrictions based on length of ownership, and to permit stockholders to initiate topics for written consent. The proponent argues that current thresholds for calling special meetings and restrictions on consent rights impair shareholder ability to act and engage with management, citing the Company’s higher special-meeting ownership threshold and prior stockholder support for similar reforms. The supporting statement cites perceived underperformance, strategic missteps (including exit from the charging business), increased leverage and other operational concerns as reasons shareholders should have enhanced ability to act outside of a formal meeting. The proposal requests the Board to take the steps necessary to implement written-consent rights consistent with the described standard.