Berkshire Hathaway 8-K 2023-05-06

Form 8-K

Filed 2023-05-10. 1 sections, 11K characters. Original on sec.gov · Markdown · JSON

May 10, 2023

BERKSHIRE HATHAWAY INC.

/s/ Marc D. Hamburg

Marc D. Hamburg

Senior Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 6, 2023

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE		001-14905		47-0813844
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NUMBER)		(I.R.S. EMPLOYER IDENTIFICATION NO.)


3555 Farnam Street Omaha, Nebraska		68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(402) 346-1400

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
Class A Common Stock	BRK.A	New York Stock Exchange
Class B Common Stock	BRK.B	New York Stock Exchange
1.300% Senior Notes due 2024	BRK24	New York Stock Exchange
0.000% Senior Notes due 2025	BRK25	New York Stock Exchange
1.125% Senior Notes due 2027	BRK27	New York Stock Exchange
2.150% Senior Notes due 2028	BRK28	New York Stock Exchange
1.500% Senior Notes due 2030	BRK30	New York Stock Exchange
2.000% Senior Notes due 2034	BRK34	New York Stock Exchange
1.625% Senior Notes due 2035	BRK35	New York Stock Exchange
2.375% Senior Notes due 2039	BRK39	New York Stock Exchange
0.500% Senior Notes due 2041	BRK41	New York Stock Exchange
2.625% Senior Notes due 2059	BRK59	New York Stock Exchange

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.