UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
| |
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| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02 | Results of Operations and Financial Condition. |
On May 6, 2023, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2023. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
| ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
| (a) | On May 7, 2023, the Board of Directors (the “Board”) of Berkshire Hathaway Inc., a Delaware corporation (the “Company”), voted to amend and restate the Company’s Bylaws effective immediately. Various sections of the Company’s Bylaws have been amended. The most significant bylaw changes were made to Section 2.10 – Advance Notice. Several of the changes to Section 2.10 were made in response to the SEC’s new Universal Proxy Rule, Rule 14a-19. Other changes to Section 2.10 related to various procedural matters required of shareholders proposing nominations and to certain information and assurances required of director nominees. Amendments to various other sections of the Bylaws were adopted to accommodate the possibility of virtual meetings; and to track certain provisions of Delaware General Corporate Law (“DGCL”) sections 222(a) and 222(c) regarding meeting notices, DGCL section 229 governing waiver of notices, DGCL section 141(c)(2-3) regarding the designation of committees of the Board, and to reflect the current provisions of DGCL section 158 allowing greater flexibility in permitted signatories. |
The foregoing description of the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached hereto as Exhibit 3(ii) and incorporated herein by reference.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
On May 6, 2023, Berkshire Hathaway Inc. held an annual meeting of its shareholders. The agenda items for the meeting along with the vote of the Company’s Class A and Class B common shareholders voting together as a single class with respect to each of the agenda items are shown below. There were nine items acted on at that meeting as follows: 1) Election of Directors; 2) A non-binding resolution to approve the compensation of Berkshire’s Named Executive Officers; 3) A non-binding resolution to determine the frequency with which shareholders shall be entitled to have an advisory vote on executive compensation; 4) A shareholder proposal regarding how the Company manages physical and transitional climate-related risks and opportunities; 5) A shareholder proposal regarding how climate-related risks are being governed by the Company; 6) A shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities; 7) A shareholder proposal regarding the reporting on the effectiveness of the Corporation’s diversity, equity and inclusion efforts; 8) A shareholder proposal regarding the adoption of a policy requiring that two separate people hold the offices of the Chairman and the CEO; 9) A shareholder proposal requesting that the Company avoid supporting or taking a public policy position on controversial social and political issues. Following are the votes cast for and against each director.
| Proposal 1 – Election of Directors | ||||||||
| For | Against | |||||||
| Warren E. Buffett |
471,669 | 18,143 | ||||||
| Charles T. Munger |
467,976 | 21,836 | ||||||
| Gregory E. Abel |
469,705 | 20,108 | ||||||
| Howard G. Buffett |
468,639 | 21,173 | ||||||
| Susan A. Buffett |
468,772 | 21,040 | ||||||
| Stephen B. Burke |
436,067 | 53,745 | ||||||
| Kenneth I. Chenault |
439,527 | 50,285 | ||||||
| Christopher C. Davis |
471,441 | 18,371 | ||||||
| Susan L. Decker |
422,181 | 67,631 | ||||||
| Charlotte Guyman |
422,688 | 67,124 | ||||||
| Ajit Jain |
469,601 | 20,211 | ||||||
| Thomas S. Murphy, Jr. |
476,525 | 13,287 | ||||||
| Ronald L. Olson |
468,578 | 21,234 | ||||||
| Wallace R. Weitz |
474,346 | 15,466 | ||||||
| Meryl B. Witmer |
476,508 | 16,904 | ||||||
The results of the other matters acted upon at the meeting were as follows.
| For | Against | Abstain | ||||||||||
| Proposal 2 – Advisory vote on executive compensation |
441,544 | 42,536 | 5,732 | |||||||||
| 1 year | 2 years | 3 years | Abstain | |||||||||||||
| Proposal 3 – Advisory vote on the frequency of an advisory vote on executive compensation |
148,043 | 1,412 | 339,527 | 830 | ||||||||||||
| For | Against | Abstain | ||||||||||
| Proposal 4 – Shareholder proposal |
130,435 | 356,907 | 2,470 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 5 – Shareholder proposal |
87,525 | 399,897 | 2,390 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 6– Shareholder proposal |
110,983 | 376,345 | 2,484 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 7– Shareholder proposal |
97,741 | 369,628 | 2,443 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 8– Shareholder proposal |
53,287 | 433,434 | 3,091 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 9– Shareholder proposal |
4,038 | 484,363 | 1,412 | |||||||||
| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit 3(ii) | Bylaws (as amended and restated on May 7, 2023) | |
| Exhibit 99.1 | Berkshire Hathaway Inc. Earnings Release Dated May 6, 2023 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| May 10, 2023 | BERKSHIRE HATHAWAY INC. | |||||
| /s/ Marc D. Hamburg | ||||||
| By: | Marc D. Hamburg | |||||
| Senior Vice President and Chief Financial Officer | ||||||