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Delphi Technologies Table of Contents 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 DELPHI TECHNOLOGIES PLC (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): ☐ No fee required. ☒ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: Delphi Technologies PLC (the “Company”) ordinary shares, $0.01 par value per share (“ordinary shares”) (2) Aggregate number of securities to which transaction applies: As of the close of business on March 4, 2020, 89,896,835, consisting of (A) 86,281,713 ordinary shares, (B) Company options to purchase an aggregate 1,006,077 ordinary shares, (C) 1,015,145 ordinary shares subject to outstanding restricted share unit awards (including outstanding restricted share unit awards granted to Company directors) and (D) 1,593,900 ordinary shares subject to Company performance share unit awards. (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): Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated by multiplying (x) 89,896,835, the aggregate number of securities to which the transaction applies, by (y) $13.66, representing the average of the high and low prices reported on the New York Stock Exchange for an ordinary share on March 4, 2020. (4) Proposed maximum aggregate value of transaction: $1,227,990,766.10 (5) Total fee paid: $159,393.20 ☐ Fee paid previously with preliminary materials. ☐ 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 11, 2020 DELPHI TECHNOLOGIES PLC One Angel Court, 10th Floor, London, EC2R 7HJ, United Kingdom TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT To our Shareholders: You are cordially invited to attend two special meetings of the shareholders of Delphi Technologies PLC (“Delphi Technologies” or the “Company”). The first, the special court-ordered meeting (the “Court Meeting”), is to be held on [●] at [●] (local time), at [●], and the second, the extraordinary general meeting of shareholders (the “extraordinary general meeting”), is to be held on [●] at [●] (local time), at [●], or, if the Court Meeting has not concluded by [●] (local time), as soon as possible after the conclusion of the Court Meeting. For specific details regarding the two meetings, including the full text of each resolution to be voted on, who is entitled to vote, what you will be asked to vote on and how you can either (i) appoint a proxy if you are a registered shareholder or (ii) instruct your broker, bank, trust or other nominee how to vote if you are a beneficial holder, see the following notices relating to the two special meetings and the accompanying proxy statement. As previously announced on January 28, 2020, Delphi Technologies entered into the Transaction Agreement (the “transaction agreement”), by and between Delphi Technologies and BorgWarner Inc., a Delaware corporation, referred to as “BorgWarner.” Under the terms of the transaction agreement, BorgWarner or a subsidiary of BorgWarner will acquire Delphi Technologies (the “acquisition” or the “transaction”) pursuant to a scheme of arrangement (the “scheme”) under Part 18A of the Companies (Jersey) Law 1991(the “Companies Law”). As a result of the scheme, Delphi Technologies will become a wholly owned subsidiary of BorgWarner. As consideration for the acquisition, Company shareholders will be entitled to receive at the effective time of the scheme (the “effective time”) 0.4534 (the “exchange ratio”) of a share of BorgWarner common stock, par value $0.01 per share (each, a “BorgWarner share”), subject to any required withholding of taxes, in exchange for each Company ordinary share, $0.01 par value per share (each, a “Company share”) held by such Company shareholders, and cash in lieu of any fractional share interest of a BorgWarner share (collectively, the “scheme consideration”). Company equity awards will be treated as set forth in the transaction agreement, such that (i) each Company restricted share unit award (other than performance-based restricted share units) that is outstanding as of immediately prior to the effective time (each, an “Existing RSU Award”) other than Existing RSU Awards held by certain individuals including certain of our named executive officers (each, a “Scheduled RSU”) and by non-employee members of the Company board of directors (each, an “Existing DU Award”), will automatically be converted on the same terms and conditions (including applicable vesting conditions) into an award of restricted share units of BorgWarner covering a number of BorgWarner shares equal to the number of Company shares subject to the Existing RSU Award multiplied by the exchange ratio; (ii) each performance-based restricted share unit outstanding immediately prior to the effective time (each, an “Existing PSU Award”) other than Existing PSU Awards held by certain individuals including certain of our named executive officers (each, a “Scheduled PSU”), will automatically be converted on the same terms and conditions (other than performance-based vesting conditions) into an award of time-vesting restricted share units of BorgWarner covering a number of BorgWarner shares equal to the number of Company shares subject to the Existing PSU Award (determined assuming all performance vesting conditions are achieved at the greater of target and actual performance measured through the effective time) multiplied by the exchange ratio; (iii) each Scheduled RSU, Scheduled PSU Table of Contents and Existing DU Award will be cancelled and converted into the right to receive, for each Company share subject to the Scheduled RSU, Scheduled PSU (determined assuming all performance vesting conditions are achieved at the greater of target and actual performance measured through the effective time) or Existing DU Award, a cash amount equal to (x) the volume-weighted average price of a BorgWarner share for the period of the 10 consecutive trading days ending on the second full trading day prior to the effective time, multiplied by (y) the exchange ratio (the “Cash Value”) and (iv) each stock option to purchase Company shares, whether vested or unvested, outstanding as of immediately prior to the effective time (each, an “Existing Option”) will automatically be cancelled and converted into the right to receive a cash amount equal to the product of (a) the excess, if any, of the Cash Value over the exercise price per Company share of such Existing Option multiplied by (b) the total number of Company shares subject to such Existing Option. Notwithstanding the foregoing, any payments relating to an Existing RSU Award, Existing PSU Award or Existing DU Award will be delayed to the extent required by Section 409A of the Code. Beneficial Owners Shareholders who beneficially own Company shares for which Cede & Co. is the registered holder (as nominee for The Depository Trust Company) and whose interests in Company shares are held in “street name” by a broker, bank, trust or other nominee are referred to as “beneficial owners” or “beneficial holders.” If you are a beneficial owner, only your broker, bank, trust or other nominee can vote your Company shares and the vote cannot be cast unless you provide instructions to your broker, bank, trust or other nominee or obtain a legal proxy from your broker, bank, trust or other nominee. You should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct such person to vote your Company shares. Because the accompanying proxy statement relates to two separate special meetings, beneficial holders will receive voting instructions applicable to each special meeting from their broker, bank, trust or other nominee. Beneficial holders should follow the directions provided by their broker, bank, trust or other nominee regarding how to instruct such broker, bank, trust or nominee to vote their beneficially held shares. Please note that beneficial holders of shares held through a broker, bank, trust or other nominee may be required to submit voting instructions to their applicable broker, bank, trust or nominee at or prior to the deadline applicable for such submission and such holders should, therefore, follow the separate instructions that will be provided by such broker, bank, trust or other nominee. Shareholders of Record Shareholders whose names appear in the register of shareholders of Delphi Technologies are referred to as “shareholders of record.” Shareholders of record entitled to vote at each of the special meetings may vote in person at the applicable meeting or they may appoint another person or persons, whether a shareholder of Delphi Technologies or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting and the extraordinary general meeting, as applicable. Two forms of proxy (one for the Court Meeting and one for the extraordinary general meeting) are enclosed with the accompanying proxy statement.
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