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.) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
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 4, 2024, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2024. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
On May 4, 2024, 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 seven items acted on at that meeting as follows: 1) Election of Directors; 2) A shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investing activities; 3) A shareholder proposal requesting that the Board of Directors disclose in a consolidated annual report GHG emissions data by scope, as well as progress toward its net-zero decarbonization goal, for Berkshire Hathaway Energy; 4) A shareholder proposal regarding the reporting on the effectiveness of the Corporation’s diversity, equity and inclusion efforts; 5) A shareholder proposal requesting that the Boad of Directors form a Railroad Safety Committee of independent directors; 6) A shareholder proposal requesting that the Board seek an audited report assessing how applying the findings of the Energy Policy Research Foundation would affect the assumptions, costs, estimates and valuations underlying the Company’s financial statements; 7) A shareholder proposal requesting that the Company report annually on the nature and extent to which the Company’s operations depend on and are vulnerable to China.
Proposal 1 – Election of Directors
| For | Withheld | |||||||
| Warren E. Buffett |
444,912 | 17,865 | ||||||
| Gregory E. Abel |
445,010 | 17,768 | ||||||
| Howard G. Buffett |
443,882 | 18,895 | ||||||
| Susan A. Buffett |
444,945 | 17,832 | ||||||
| Stephen B. Burke |
413,306 | 49,471 | ||||||
| Kenneth I. Chenault |
413,752 | 49,025 | ||||||
| Christopher C. Davis |
447,507 | 15,270 | ||||||
| Susan L. Decker |
398,704 | 64,074 | ||||||
| Charlotte Guyman |
397,291 | 65,486 | ||||||
| Ajit Jain |
445,023 | 17,754 | ||||||
| Thomas S. Murphy, Jr. |
413,958 | 48,820 | ||||||
| Ronald L. Olson |
443,671 | 19,107 | ||||||
| Wallace R. Weitz |
450,038 | 12,740 | ||||||
| Meryl B. Witmer |
449,628 | 13,150 | ||||||
The results of the other matters acted upon at the meeting were as follows.
| For | Against | Abstain | ||||||||||
| Proposal 2 – Shareholder proposal |
96,010 | 361,595 | 5,172 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 3 – Shareholder proposal |
81,136 | 376,406 | 5,235 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 4 – Shareholder proposal |
94,181 | 365,913 | 2,683 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 5 – Shareholder proposal |
16,457 | 444,067 | 2,254 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 6 – Shareholder proposal |
3,604 | 453,833 | 5,340 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 7 – Shareholder proposal |
6,418 | 453,752 | 2,607 | |||||||||
| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 | Berkshire Hathaway Inc. Earnings Release Dated May 4, 2024 | |
| 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 7, 2024 | BERKSHIRE HATHAWAY INC. | |||
| /s/ Marc D. Hamburg |
||||
| By: Marc D. Hamburg | ||||
| Senior Vice President and Chief Financial Officer | ||||