Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential for Use of the Commission Only (as permitted by Rule 14a-6[e][2])
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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No fee required
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of
| 1. |
To elect directors. |
| 2.-8. |
To act on seven shareholder proposals if properly presented at the meeting. |
| 9. |
To consider and act upon any other matters that may properly come before the meeting or any adjournment thereof. |
The Board of Directors has fixed the close of business on
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Voting will ensure you are represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting. You may cast your vote over the Internet, by telephone, by mail or during the Annual Meeting.
| By order of the Board of Directors | ||
A shareholder may request credentials for admission to the meeting by completing and promptly returning to the Company the meeting credential order form accompanying this notice. Otherwise, meeting credentials may be obtained at the meeting by persons identifying themselves as shareholders as of the record date. Possession of a proxy card, a voting information form received from a bank or broker or a broker's statement showing shares owned on
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
The Proxy Statement for the Annual Meeting of Shareholders to be held on
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished in connection with the solicitation by the Board of Directors ("Board") of
As of the close of business on
The presence at the meeting, in person or by proxy, of the holders of Class A Stock and Class
A majority of votes properly cast upon any other question shall decide the question. Abstentions will count for purposes of establishing a quorum, but will not count as votes cast for the election of directors or any other question. Accordingly, abstentions will have no effect on the election of directors and are the equivalent of an "against" vote on matters requiring a majority of votes properly cast to decide the question. Broker non-voteswill not count for purposes of establishing a quorum or as votes cast for the election of directors or any other question and accordingly will have no effect. Shareholders who submit proxies prior to the meeting but attend the meeting in person may vote directly if they prefer and withdraw their proxies or may allow their proxies to be voted with the similar proxies submitted by other shareholders. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials, voting instruction form or the proxy card you received.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
The Proxy Statement for the Annual Meeting of Shareholders to be held on
1
| 1. |
ELECTION OF DIRECTORS |
At the 2025 Annual Meeting of Shareholders, a Board of Directors consisting of 13 members will be elected, each director to hold office until a successor is elected and qualified, or until the director resigns, is removed or becomes disqualified.
During 2024, the Board of Directors amended Berkshire's Corporate Governance Guidelines regarding director qualifications. The amendment provides that except as follows, a director will no longer be eligible for reelection after his or her 80th birthday.
| 1) |
Any Director who also serves as the Chief Executive Officer of the Company shall retire from the Board effective upon his or her retirement from the Company unless requested by the independent directors to continue as a director. |
| 2) |
Any Director who controls a 5% or greater voting interest in the Company will be eligible to be reelected after his or her 80th birthday. |
Accordingly, Mr.
Upon the recommendation of the Governance Committee and
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
2
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
3
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
Additional Qualifications:
When the accompanying proxy is properly executed and submitted, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be voted in favor of the election of the 13 nominees identified above. The Corporation expects each nominee to be able to serve if elected, but if any nominee notifies the Corporation before the Annual Meeting that he or she is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the directors, may be voted (i) for a substitute nominee or nominees or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve.
Directors' Independence
The Governance Committee of the Board of Directors has concluded that the following directors are independent in accordance with the director independence standards of the
4
Board of Directors' Leadership Structure and Role in Risk Oversight
Each Q&A session is held in
Berkshire's annual report, including
As lead independent director,
The full Board of Directors has responsibility for general oversight of risks. It receives reports from
Board of Directors' Meetings
Board of Directors' actions were taken in 2024 at the Annual Meeting of Directors that followed the 2024 Annual Meeting of Shareholders and at two special meetings. Each then current director attended all meetings of the Board and of the Committees of the Board on which he or she served. Directors are encouraged but not required to attend annual meetings of the Corporation's shareholders.
Meetings of Independent Directors
Three meetings of independent directors were held during 2024. A shareholder or other interested party wishing to contact the non-managementdirectors or independent directors, as applicable, should send a letter to the Secretary of the Corporation at
5
Board of Directors' Committees
The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)A of the Securities Exchange Act of 1934. During 2024, the Audit Committee consisted of
The Board of Directors has established a
The role of the Governance Committee is to assist the Board of Directors by a) recommending governance guidelines applicable to Berkshire; b) identifying, evaluating and recommending the nomination of Board members; c) setting the compensation of Berkshire's Chief Executive Officer and performing other compensation oversight; and d) assisting the Board with other related tasks, as assigned from time to time. The Governance Committee met once during 2024.
Director Nominations
Berkshire does not have a policy regarding the consideration of diversity in identifying nominees for director. In identifying director nominees, the Governance Committee does not seek diversity, however defined. Instead, as previously discussed, the Governance Committee looks for individuals who have very high integrity, business savvy, an owner-oriented attitude, a deep genuine interest in the Company and have had a significant investment in Berkshire shares relative to their resources for at least three years. With respect to the selection of director nominees at the 2025 Annual Meeting of Shareholders, the Governance Committee recommends the Board nominate the 13 of the 14 directors currently serving on the Board.
Berkshire's Governance Committee has a policy under which it will consider director recommendations presented by shareholders. A shareholder wishing to submit such a recommendation should send a letter to the Secretary of the Corporation at
Code of Business Conduct and Ethics
The Corporation has adopted a Code of Business Conduct and Ethics for all Berkshire directors, officers and employees as well as directors, officers and employees of each of its subsidiaries. The Code of Business Conduct and Ethics is available on Berkshire's website at www.berkshirehathaway.com.
Related Persons Transactions
The Charter of the Audit Committee requires that the Audit Committee approve or ratify any Related Persons Transaction ("Transaction") as defined in the regulations of the
6
Governance Committee Interlocks and Insider Participation
The Governance Committee of our Board of Directors currently consists of
Corporate Governance Guidelines
The Board of Directors has adopted Corporate Governance Guidelines to promote effective governance of the Corporation. The Corporate Governance Guidelines are available on Berkshire's website at www.berkshirehathaway.com.
Report of the
To the Board of Directors of
We have reviewed and discussed with management the Compensation Discussion and Analysis to be included in the Company's 2025 Shareholder Meeting Schedule 14A Proxy Statement, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the "Proxy"). Based on our review and discussion with management, we recommend that the Compensation Discussion and Analysis be included in the Company's Proxy Statement.
Submitted by the members of the
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Compensation Discussion and Analysis
Berkshire's program regarding compensation of its executive officers is different from most public company programs.
The Committee has established a policy that neither the profitability of Berkshire nor the market value of its stock are to be considered in the compensation of any executive officer. Under the Committee's compensation policy, Berkshire never intends to use Berkshire stock in compensating employees. The Committee has delegated to
Factors considered by
7
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Principal Position
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Year
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Annual Compensation
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All Other
Compensation |
Total
Compensation |
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Salary
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Bonus
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2024 | $ | 100,000 | $ | - | $ | 305,111
(1)
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$ | 405,111 | |||||||||||||
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Chief Executive Officer/Chairman
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2023 | 100,000 | - | 313,595
(1)
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413,595 | |||||||||||||||||
| 2022 | 100,000 | - | 301,589
(1)
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401,589 | ||||||||||||||||||
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2024 | 21,000,000 | - | 17,250
(3)
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21,017,250 | |||||||||||||||||
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Vice
Chairman-Non
Insurance Operations |
2023 | 20,000,000 | - | 16,500
(3)
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20,016,500 | |||||||||||||||||
| 2022 | 16,000,000 | 3,000,000
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(2)
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15,250
(3)
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19,015,250 | |||||||||||||||||
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2024 | 21,000,000 | - | 17,250
(3)
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21,017,250 | |||||||||||||||||
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Vice Chairman-Insurance Operations
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2023 | 20,000,000 | - | 16,500
(3)
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20,016,500 | |||||||||||||||||
| 2022 | 16,000,000 | 3,000,000
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(2)
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15,250
(3)
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19,015,250 | |||||||||||||||||
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2024 | 4,062,500 | - | 18,546
(3)
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4,081,046 | |||||||||||||||||
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Senior Vice President/CFO
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2023 | 3,812,500 | - | 40,961
(3)
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3,853,461 | |||||||||||||||||
| 2022 | 3,567,300 | - | 17,330
(3)
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3,584,630 | ||||||||||||||||||
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(1)
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Represents the costs of personal and home security services provided for
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(2)
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Discretionary bonus authorized by
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(3)
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Represents contributions to subsidiary defined contribution plans. Also includes personal aircraft use by
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Year
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Summary
(1)
Compensation
Table Total for
PEO ($)
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Compensation
(1)
Actually Paid
to PEO ($)
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Average
(1)
Summary
Compensation
Table Total for
Non-PEO
NEOs ($)
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Average
(1)
Compensation
Actually Paid
to Non-PEO
NEOs ($)
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Value of Initial Fixed $100
Investment Based on:
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Net
(4)
Earnings
($ in billions)
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Company
(5)
Selected
Measure
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Total
(2)
Shareholder
Retu($)
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(3)
Total
Shareholder
Retu($)
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| 2024 | 405,111 | 405,111 | 15,371,849 | 15,371,849 | 200.51 | 227.67 | 89.6 | |||||||||
| 2023 | 413,595 | 413,595 | 10,996,615 | 10,996,615 | 159.79 | 168.05 | 97.1 | |||||||||
| 2022 | 401,589 | 401,589 | 10,428,782 | 10,428,782 | 138.01 | 151.66 | (22.0) | |||||||||
| 2021 | 373,204 | 373,204 | 10,364,000 | 10,364,000 | 132.71 | 127.58 | 90.9 | |||||||||
| 2020 | 380,328 | 380,328 | 10,348,188 | 10,348,188 | 102.42 | 106.96 | 43.3 | |||||||||
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(1)
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(2)
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Represents the cumulative total retuon
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(3)
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It is difficult to identify a Berkshire peer group. Berkshire uses the S&P 500 Property & Casualty Index in preparing its performance graph as required by Item 201(e) of Regulation
S-K.
Accordingly, that index is utilized for purposes of preparing the Table. |
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(4)
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Under existing Generally Accepted Accounting Principles, unrealized gains and losses on equity security investments are required to be included in earnings. Accordingly, due to the large size of Berkshire's equity investment portfolio and the volatility in equity markets there can be significant volatility in Berkshire's periodic net earnings.
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(5)
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Berkshire does not use any financial performance measure in setting the compensation of its PEO or NEOs.
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compensation increased 11.7% during the five years ended
Item 402(v)(5)(ii). Berkshire's management and its Board members believe that Berkshire's net operating earnings which is defined as Berkshire's net earnings attributable to
it would be difficult to develop a peer group of companies similar to Berkshire. The Company owns subsidiaries in a number of diverse business activities of which the most important component is the property and casualty insurance business. Accordingly, Berkshire used the Standard & Poor's Property-Casualty Insurance Index as Berkshire's peer group in the Table. As indicated in the Table, an investment of
in the S&P 500 Index at
at
("Item 402(u)"), we are disclosing the median of the annual total compensation of all employees of Berkshire and its subsidiaries other than Berkshire's CEO and the annual total compensation of Berkshire's CEO,
wages for all
employees included in the sample. The median employee determination included all employees within the sample group who were employed at
states that a registrant is required to identify its median employee once every three years provided that during the last completed year there has been no change in a registrant's employee population or employee compensation arrangements that the registrant reasonably believes would result in a significant change to its pay ratio disclosure. Berkshire does not believe that there have been any changes in its employee population or employee compensation arrangements that would result in a significant change in its pay ratio disclosure.
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Independent Public Accountants
| 2024 | 2023 | |||||||
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Audit Fees (a) |
$ 59.6 | $ 64.8 | ||||||
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Audit-Related Fees (b) |
1.5 | 0.9 | ||||||
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Tax Fees (c) |
0.6 | 1.0 | ||||||
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Other |
0.7 | 3.6 | ||||||
| $ 62.4 | $ 70.3 | |||||||
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Audit fees include fees for the audit of the Corporation's consolidated financial statements and interim reviews of the Corporation's quarterly financial statements, audit services provided in connection with required statutory audits of many of the Corporation's insurance subsidiaries and certain of its non-insurancesubsidiaries and comfort letters, consents and other services related to |
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Audit-related fees primarily include fees for certain audits of subsidiaries not required for purposes of Deloitte's audit of the Corporation's consolidated financial statements or for any other statutory or regulatory requirements, audits of certain subsidiary employee benefit plans and consultations on various accounting and reporting matters. |
| (c) |
Tax fees include fees for services relating to tax compliance, tax planning and tax advice. These services include assistance regarding federal, state and international tax compliance, tax retupreparation and tax audits. |
The Audit Committee has considered whether the non-auditservices provided to the Company by Deloitte impaired the independence of Deloitte and concluded that they did not.
All of the services performed by Deloitte were pre-approvedin accordance with the pre-approvalpolicy adopted by the Audit Committee in 2003. The policy provides guidelines for audit, audit-related, tax and other non-auditservices that may be provided by Deloitte to the Company. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that Deloitte's independence is not impaired; (b) describes the audit, audit-related and tax services that may be provided and the non-auditservices that are prohibited; and (c) sets forth pre-approvalrequirements for all permitted services.
Report of the Audit Committee
To the Board of Directors of
We have reviewed and discussed the consolidated financial statements of the Corporation and its subsidiaries to be set forth in Item 8 of the Corporation's Annual Report on Form 10-Kfor the year ended
We have also discussed with
It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and the Corporation's independent public accountants. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management's representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (ii) the reports of the Corporation's independent public accountants with respect to such financial statements.
Based on the review and discussions with management of the Corporation and
Submitted by the members of the Audit Committee of the Board of Directors.
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Wallace R. Weitz |
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10
Security Ownership of Directors and Executive Officers
Beneficial ownership of the Corporation's Class A and Class
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Title of Class of Stock |
Shares Beneficially Owned(1) |
Percentage of Outstanding Stock of Respective Class(1) |
Percentage of Aggregate Voting Power of Class A and Class B(1) |
Percentage of Aggregate Economic Interest of Class A and Class B(1) |
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Class A | 206,359 | 37.9 | ||||||||||||||||||||||
| Class B | 951 | * | 30.4(2) | 14.4 | |||||||||||||||||||||
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Class A | 228 | (3) | * | |||||||||||||||||||||
| Class B | 2,363 | (3) | * | * | * | ||||||||||||||||||||
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Class A | 370 | (4) | 0.1 | |||||||||||||||||||||
| Class B | 2,450 | * | 0.1 | * | |||||||||||||||||||||
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Class A | 80 | (5) | * | |||||||||||||||||||||
| Class B | 4,830,609 | (5) | 0.4 | 0.1 | 0.2 | ||||||||||||||||||||
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Class A | 28 | * | * | * | ||||||||||||||||||||
| Class B | - | ||||||||||||||||||||||||
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Class A | 3 | * | ||||||||||||||||||||||
| Class B | 1,855 | * | * | * | |||||||||||||||||||||
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Class A | 36 | * | ||||||||||||||||||||||
| Class B | 2,666 | * | * | * | |||||||||||||||||||||
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Class A | - | |||||||||||||||||||||||
| Class B | 3,125 | * | * | * | |||||||||||||||||||||
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Class A | 55 | * | ||||||||||||||||||||||
| Class B | 3,372 | * | * | * | |||||||||||||||||||||
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Class A | 166 | (6) | * | |||||||||||||||||||||
| Class B | 124,784 | (6) | * | * | * | ||||||||||||||||||||
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Class A | 96 | * | ||||||||||||||||||||||
| Class B | 2,125 | * | * | * | |||||||||||||||||||||
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Class A | 120 | (7) | * | |||||||||||||||||||||
| Class B | 26,899 | (7) | * | * | * | ||||||||||||||||||||
|
Wallace R. Weitz |
Class A | 174 | (8) | * | * | * | |||||||||||||||||||
| Class B | - | ||||||||||||||||||||||||
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Class A | 11 | (9) | * | |||||||||||||||||||||
| Class B | 2,000 | * | * | * | |||||||||||||||||||||
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Directors and executive |
Class A | 207,726 | 38.1 | ||||||||||||||||||||||
| Class B | 5,003,199 | 0.4 | 30.7 | 14.7 | |||||||||||||||||||||
| * |
less than 0.1% |
| (1) |
Beneficial owners exercise both sole voting and sole investment power unless otherwise stated. Each share of Class A Stock is convertible into 1,500 shares of Class |
| (2) |
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| (3) |
Includes 228 Class A shares and 2,289 Class B shares held by a trust for which |
| (4) |
Includes 360 Class A shares held by a private foundation for which |
| (5) |
Includes 56 Class A shares and 4,830,585 Class B shares held by two private foundations for which |
| (6) |
Includes 55 Class A shares owned by trusts for the benefit of |
| (7) |
Includes 4 Class A shares and 454 Class B shares held by a trust for which |
| (8) |
Includes 154 Class A shares held by a private foundation for which |
| (9) |
Includes 8 Class A shares in which |
11
Security Ownership of Certain Beneficial Owners
Director Compensation
Directors of the Corporation or its subsidiaries who are employees or spouses of employees do not receive fees for attendance at directors' meetings. A director who is not an employee or a spouse of an employee receives a fee of
The following table provides compensation information for the year ended
| Fees Earned or Paid in Cash |
Total | |||||||
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$ | 2,700 | $ | 2,700 | ||||
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1,500 | 1,500 | ||||||
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2,700 | 2,700 | ||||||
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2,700 | 2,700 | ||||||
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6,700 | 6,700 | ||||||
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6,700 | 6,700 | ||||||
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2,700 | 2,700 | ||||||
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2,700 | 2,700 | ||||||
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2,700 | 2,700 | ||||||
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Wallace R. Weitz |
6,700 | 6,700 | ||||||
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6,700 | 6,700 | ||||||
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's officers and directors, and persons who own more than 10% of a registered class of the Corporation's equity securities to file reports of ownership and changes in ownership with the
Communications with the Board of Directors
Shareholders and other interested parties who wish to communicate with the Board of Directors or a particular director may send a letter to the Secretary of the Corporation at
12
| 2. |
SHAREHOLDER PROPOSAL |
National Legal and Policy Center, owner of shares of Berkshire Common Stock with a value in excess of
Resolved:Shareholders request that, beginning in 2025,
Supporting Statement:This resolution helps shareholders monitor whether
BHE's investments in renewable energy seek to fulfill its promise to achieve net zero greenhouse gas emissions by 2050.6 However, no law or regulation requires this. BHE's 2050 goal is guided by the Paris Agreement, which is heavily informed by the
What is the benefit to anyone or anything from them? Global CO2 emissions are higher now than ever and increasing.9
The information requested by this proposal is not provided in any existing
Thus,
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
Berkshire's Board recommends a "no" vote on this proposal. The Board does not believe that issuing a report of
1https://www.brkenergy.com/esg-sustainability/environmental
3https://www.brkenergy.com/esg-sustainability/environmental
4 https://www.brkenergy.com/energy
5 https://www.eia.gov/tools/faqs/faq.php?id=427&t=3
6https://www.brkenergy.com/about-us/environmental-respect
7 https://www.sciencedaily.com/releases/2020/04/200430113003.htm
9https://www.iea.org/reports/co2-emissions-in-2023/executive-summary
11 Ibid.
13
The proposal's apparent criticism of
The Board does not believe the additional reporting requested will provide beneficial information to shareholders. Accordingly, the Board recommends that our shareholders vote against this proposal.
Proxies given without instruction will be voted AGAINST this shareholder proposal.
| 3. |
SHAREHOLDER PROPOSAL |
Resolved: stockholders recommend that
Supporting Statement
The
The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle demonstrated that in a stable community (polis), the ratio of the rich citizen's land to the poor citizen's land should not be over 5 to 1. Our Company did not reveal the highest NEO's pay ratio. This is against the spirit of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act Item 402(u) of Regulation S-Kwhich requires the CEO (the highest NEO) pay ratio disclosure. Our Company's highest NEO's pay ratio for 2023 is 20,016,500 to 76,726 = 261 to 1 (Proxy Statement 2024). The shareholders in
Adam Smith said: "Wealth, as
Human nature has not changed so much since Aristotle. The Company has the flexibility to reform the
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
Berkshire's Board recommends a "no" vote on this proposal. The disclosure of Berkshire's CEO's pay ratio as compared to the median of the total annual compensation of all Berkshire employees except the CEO is a requirement that was mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and required under Item 402(u) of Regulation S-K("Item 402(u)"). There is no requirement under Item 402(u) to disclose the pay ratio of the highest paid other named executive officer's pay ratio. The Board does not believe the disclosure of another executive officer's pay ratio would improve Berkshire's executive officer compensation program as suggested by the shareholder's resolution. Accordingly, the Board recommends that our shareholders vote against this proposal.
Proxies given without instruction will be voted AGAINST this shareholder proposal.
12 By
14
| 4. |
SHAREHOLDER PROPOSAL |
American Conservative Values ETF, owner of shares of Berkshire Common Stock with a value in excess of
Supporting Statement:
Respecting diverse views also allows
Despite this, the 2024 edition of the Viewpoint Diversity Score Business Index13 found that 91% of scored companies, including
While companies often push concepts like CRT under the guise of promoting "diversity, equity, and inclusion," such efforts often have the opposite effect. Instead of creating workplaces that afford equal opportunity based on individual merit, DEI too often leads to hostility, polarization, and partiality by focusing only on differences based on skin, biological sex, or religious status.
According to the Freedom at Work survey, 60% of employees were concerned that their company would punish them for expressing their religious or political views at work, and 54% said they feared the same for sharing these views even on their private social media accounts.14
Companies are also facing increased legal and reputational a broad array of risk for DEI initiatives, workforce and compensation metrics, and programs that make distinctions based on race in light of recent
Resolved:Shareholders request the Board of Directors conduct an evaluation and issue a civil rights and non-discriminationreport within the next year, at reasonable cost and excluding proprietary and confidential information, evaluating how
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
Berkshire's Board recommends a "no" vote on this proposal. The Board believes that conducting an evaluation and issuing a civil rights and non-discriminationreport is not necessary or in the best interests of shareholders.
Berkshire is mindful of and committed to compliance with all laws and monitors changes to its legal obligations. Berkshire's Audit Committee has the duty and responsibility to discuss guidelines and policies governing the process by which senior management of the Company assesses and manages the Company's exposure to risk, including social risks such as diversity.
Berkshire's approach is simple - follow the law and do the right thing. The proposal incorrectly asserts that
13 https://www.viewpointdiversityscore.org/
14 https://www.viewpointdiversityscore.org/polling
15https://www.wsj.com/us-news/law/diversity-equity-dei-companies-blum-2040b173
16https://econjwatch.org/articles/mckinsey-s-diversity-matters-delivers-wins-results-revisited
17https://www.wsj.com/business/diversity-goals-are-disappearing-from-companies-annual-reports-459d1ef3
18https://www.dailymail.co.uk/news/article-13812241/american-brand-dei-rules-backlash.html
15
The Berkshire Code of Business Conduct and Ethics, applicable to directors, officers and employees of Berkshire and its subsidiaries, emphasizes, among other things, the commitment to ethics and compliance with government laws and regulations and provides standards for ethical and legal behavior of its employees, as well as providing a mechanism for reporting known or suspected ethical or legal violations.
Berkshire's Board does not believe that conducting an evaluation and issuing a civil rights and non-discriminationreport is a valuable use of time or resources and recommends that our shareholders vote against this proposal.
Proxies given without instruction will be voted AGAINST this shareholder proposal.
| 5. |
SHAREHOLDER PROPOSAL |
WHEREAS:
Attorneys General of 13 States warned Fortune 100 companies that SFFAimplicates corporate diversity, equity, and inclusion (DEI) programs.20
Prior legal advice regarding the legality of racially discriminatory programs has been called into question post-SFFA.21
The
RESOLVED:
Shareholders request that the Board of Directors oversee an independent racial discrimination audit analyzing Berkshire's legal and reputational risks stemming from its subsidiaries' race-based initiatives. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Berkshire's website.
SUPPORING STATEMENT:
In 2023, a corporation was successfully sued for a single case of discrimination against a white employee resulting in an award of more than
20 https://ag.ks.gov/docs/default-source/documents/corporate-racial-discrimination-multistate letter.pdf
21https://freebeacon.com/democrats/starbucks-hired-eric-holder-to-conduct-a-civil-rights-audit-the-policies-heblessed-got-the-coffee-maker-sued/
22https://www.supremecourt.gov/opinions/23pdf/22-193_q86b.pdf
23https://www.skadden.com/insights/publications/2024/06/quarterly-insights/supreme-court-lowers-the-bar;https://www.dailysignal.com/2024/04/17/supreme-court-just-made-easier-sue-employers-dei-policies/
24https://www.geico.com/about/diversity-and-inclusion/
25 https://shawinc.com/Diversity
26 https://shawinc.com/shaw-suppliers/supplier-resources
27 https://cdn.fotlinc.com/pdf/sustainability/2023-Fruitful-Futures-Annual-Sustainability-Summary.pdf
28https://whyy.org/articles/starbucks-shannon-phillips-lawsuit-new-jersey-federal-judge/
29 See, e.g., cases set forth at https://aflegal.org/litigation/?datefilter=&orderby=woke-corporations.
30https://www.marmon.com/about-us/
16
Sensibly, many major companies have rolled back their DEI commitments and are laying off DEI departments.31 Alphabet and Meta cut DEI staff and DEI-relatedinvestments;32 Microsoft and Zoom laid off their entire DEI teams;33
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
Berkshire's Board recommends a "no" vote on this proposal. The Board does not believe it is necessary or in the best interests of shareholders to oversee an independent racial discrimination audit that analyzes Berkshire's legal and reputational risks from its subsidiaries' race-based initiatives.
Berkshire is mindful of and committed to compliance with all laws and monitors changes to its legal obligations. Berkshire's Audit Committee has the duty and responsibility to discuss guidelines and policies governing the process by which senior management of the Company assesses and manages the Company's exposure to risk, including social risks such as diversity.
Berkshire encourages its leaders to execute policies and strategies that are tailored to the unique aspects of their business. The policies and practices adopted by Berkshire's operating subsidiaries are appropriately established to reflect business needs.
Berkshire's Code of Business Conduct and Ethics, applicable to directors, officers and employees of Berkshire and its subsidiaries, emphasizes, among other things, the commitment to ethics and compliance with government laws and regulations and provides standards for ethical and legal behavior of its employees, as well as providing a mechanism for reporting known or suspected ethical or legal violations.
Berkshire's Board recommends that our shareholders vote against this proposal, supporting the long-standing business model that each business is individually responsible for developing and implementing policies and programs, consistent with laws and regulations.
Proxies given without instruction will be voted AGAINST this shareholder proposal.
| 6. |
SHAREHOLDER PROPOSAL |
WHEREAS:Additional context and background for this request can be found at: https://whistlestop.capital/BRK.
Each year since 2021, over one-thirdof Berkshire's independent shareholders supported a shareholder resolution asking that it release aggregated promotion, hiring, and retention rate data by gender, race, and ethnicity for its diverse employees. This data is needed to understand the effectiveness of the Berkshire companies' efforts to ensure meritocratic workplaces. Berkshire has not made this information public, thus investors remain without assurance that diversity, equity, and inclusion (DEI) challenges are being well managed at Berkshire companies.
Studies have shown that employees often face discrimination in hiring and promotion as a result of their gender or race.39
32https://www.cnbc.com/2023/12/22/google-meta-other-tech-giants-cut-dei-programs-in-2023.html
33https://www.businessinsider.com/microsoft-layoffs-dei-leader-email-2024-7;https://www.bloomberg.com/news/articles/2024-02-06/zoom-dei-workers-fired-in-recent-round-of-job-cuts
34 https://x.com/harleydavidson/status/1825564138032234994
36 https://x.com/JohnDeere/status/1813318977650847944
39https://www.bloomberg.com/opinion/features/2024-07-29/white-men-the-most-likely-to-get-hired-even-with-dei-finds-research;https://mitsloan.mit.edu/ideas-made-to-matter/women-are-less-likely-men-to-be-promoted-heres-one-reason-why
17
Effective DEI programs are linked to significant benefits in financial performance, innovation, risk management, and reputation.
| • |
McKinsey studies have consistently found that companies with greater diversity in corporate leadership are more likely to outperform peers on profitability. |
| • |
A review of over 1,600 companies found statistically significant positive correlations between increased manager diversity and key financial performance indicators, including: retuon equity, retuon invested capital, and revenue growth, particularly in the financial sector.40 |
| • |
A 2024 meta-analysis found companies with diversity and inclusion initiatives experience a range of benefits that include increased innovation, enhanced employee engagement and satisfaction, and improved decision-making.41 |
| • |
American Banker, PwC, Bloomberg, and others have also emphasized the importance of diversity, equity, and inclusion to a company's financial performance.42 |
The benefits of diverse and inclusive teams include access to top talent, widened understanding of consumer preferences, broadened leadership skills, and improved risk management.
Racial and gender discrimination are also prohibited under the Civil Rights Act of 1964. Poor human capital management can lead to costly discrimination lawsuits and brand damage. As examples, within Berkshire companies:
Berkshire is a decentralized holding company. However, the Board remains responsible for ensuring the success of its companies and their ongoing contribution to shareholder value. Human capital oversight at the Board level will empower Berkshire's companies to ensure meritocratic workplaces that allow each employee to excel on the basis of their own merits, regardless of their race, gender or other diversity characteristic.
RESOLVED:Shareholders request that
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
Berkshire's Board recommends a "no" vote on this proposal. A Board Committee to oversee the Company's diversity and inclusion strategy is already in place and the Board believes this proposal is unnecessary.
As set forth in the Company's Audit Committee Charter, the function of the Company's Audit Committee is oversight. In 2022, the Company amended its Audit Committee Charter to clarify the Audit Committee's duties and responsibilities, including its responsibility to "discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company's exposure to risk, including cybersecurity threats and environmental and social risks such as climate change and diversity, respectively…"
Consistent with its Charter, the Audit Committee meets once every quarter, or more frequently if circumstances dictate, and its members discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company's exposure to risk, including diversity and inclusion. Further, to ensure long-term success for our shareholders, Berkshire encourages its leaders to execute policies and strategies that are tailored to the unique aspects of their business. The policies and practices adopted by Berkshire's operating subsidiaries are appropriately established to reflect business needs.
Since Berkshire's Audit Committee Charter already includes a review of policies and guidelines related to diversity, further designation of a Board committee to oversee the Company's diversity and inclusion strategy is unnecessary. Accordingly, the Board recommends that our shareholders vote against this proposal.
Proxies given without instruction will be voted AGAINST this shareholder proposal.
40https://www.asyousow.org/report-page/2023-capturing-the-diversity-benefit
41 https://www.researchgate.net/publication/380115625_ENHANCING_ORGANIZATIONAL_PERFORMANCE_THROUGH_ DIVERSITY_AND_INCLUSION_INITIATIVES_A_META-ANALYSIS
42 https://www.americanbanker.com/diversity-&-inclusion-yields-strongest-returns; https://www.pwc.com/us/en/governance-insights-center/annual-corporate-directors-survey/assets/pwc-2017-annual-corporate--directors--survey.pdf;https://www.bloomberg.com/news/articles/2019-09-17/when-companies-improve-their-diversity-stock-prices-get-a-boost
43 https://www.wsj.com/articles/berkshire-hathaway-owned-mortgage-lender-settles-redlining-allegations-11658940230; https://www.sfchronicle.com/business/networth/article/Geico-pays-6M-to-settle-insurance-discrimination-6465467.php
18
| 7. |
SHAREHOLDER PROPOSAL |
As
WHEREAS:
Despite this growing insurance crisis,
Disclosure of
RESOLVED:Shareholders request that
SUPPORTING STATEMENT:At Company discretion, the clean energy financing ratio should include all
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
A clean energy financing ratio metric is primarily targeted at bank financing activities, examining transactions underwritten by banks for the energy sector. The metric is primarily utilized to measure progress toward a net zero or other emissions reduction goal intended to finance the transition to a low-carboneconomy. However, the metric has not been widely utilized, even in the financial sector.
44 https://www.ft.com/content/28bbd550-76f2-4207-8d25-91f8be26972d
45 https://www.insurancejournal.com/news/national/2024/09/26/794409.htm; https://www.newyorker.com/news/the-financial-page/the-home-insurance-crisis-that-wont-end-after-hurricane-season
47 https://www.berkshirehathaway.com/2023ar/2023ar.pdf p.K-38,K-39
48https://uphelp.org/over-50000-to-lose-homeowners-insurance-as-two-more-insurers-exit-california/
49 https://investinginclimatechaos.org/data
50 https://interactive.web.insurance.ca.gov/apex_extprd/f?p=250:40:16374315235923::NO
52 https://assets.bbhub.io/professional/sites/24/BNEF-Bank-Financing-Report-Summary-2023.pdf
19
For the foregoing reasons, the Board recommends that our shareholders vote against this proposal.
Proxies given without instruction will be voted AGAINST this shareholder proposal.
| 8. |
SHAREHOLDER PROPOSAL |
RESOLVED:Shareholders request that
Supporting Statement:Shareholders support the responsible use of AI to drive growth, improve efficiency, and maintain competitiveness within
AI systems, if not responsibly governed, can cause significant harm, as seen when Amazon,
We urge shareholders to support the creation of this independent AI committee to better manage the risks and opportunities of AI, ensuring the long-term value and reputation of our Company so that
53https://www.whitehouse.gov/ostp/ai-bill-of-rights
54https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.600-1.pdf
56https://www.washingtonpost.com/technology/2023/10/07/amazon-alexa-news-2020-election-misinformation/
57https://corpgov.law.harvard.edu/2024/05/06/next-gen-governance-ais-role-in-shareholder-proposals/
58https://www.cnn.com/2024/05/06/investing/warren-buffett-compares-ai-nuclear-weapons/index.html#:~:text=%E2%80%9CWe%20
let%20a%20genie%20out,way%20out%20of%20the%20bottle.%E2%80%9D : https://www.youtube.com/watch?v=TVIHfNKz-LM
59https://www.nbim.no/en/publications/our-views/2023/responsible-artificial-intelligence/
60https://blog.lgim.com/categories/esg-and-long-term-themes/how-well-press-for-safe-ai/
61 https://www.ft.com/content/387c446c-55e0-4f54-a4b4-80bf9d5bc2f3#:~:text=Norges%20Bank%20Investment%20Management%20and%20Legal%20&,shareholders%20respectively%2C
%20have%20said%20they%20will%20support
63https://legal.thomsonreuters.com/blog/the-key-legal-issues-with-gen-ai/
20
THE BOARD OF DIRECTORS UNANIMOUSLY FAVORS A VOTE AGAINSTTHE PROPOSAL FOR THE FOLLOWING REASONS:
The Board periodically receives updates on the major risks and opportunities of
Consistent with
Proxies given without instruction will be voted AGAINST this shareholder proposal.
| 9. |
OTHER MATTERS |
As of the date of this statement your management knows of no business to be presented to the meeting that is not referred to in the accompanying notice other than the approval of the minutes of the last Annual Meeting of Shareholders, which action will not be construed as approval or disapproval of any of the matters referred to in such minutes. As to other business that may properly come before the meeting, it is intended that proxies properly executed and returned will be voted in respect thereof at the discretion of the person voting the proxies in accordance with his or her best judgment, including upon any shareholder proposal about which the Corporation did not receive timely notice.
Annual Report
The Annual Report to the Shareholders for 2024 accompanies this proxy statement, but is not deemed a part of the proxy soliciting material.
A copy of the 2024 Form 10-Kreport as filed with the
Proposals of Shareholders
Any shareholder proposal intended to be considered for inclusion in the proxy statement for presentation at the 2026 Annual Meeting must be received by the Corporation by
| By order of the Board of Directors |
21
|
P R O X Y |
Annual Meeting of Shareholders to be held on This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints IF PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NOT SPECIFIED, WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS. PLEASE SIGN ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE |
|
SEE REVERSE SIDE |
SEE REVERSE SIDE |
|||||
| ☒ |
Please mark votes as in this example. |
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON |
||
| The Board of Directors Recommends a Vote ForAll Nominees. |
The following material is available at www.berkshirehathaway.com/eproxy. | |
| Proxy Statement Annual Report |
|
1. Election of Directors Nominees: Wallace R. Weitz and |
MARK HERE ☐ FOR ADDRESS CHANGE AND NOTE AT LEFT |
|
☐ FOR ALL NOMINEES |
☐ WITHHELD FROM ALL NOMINEES |
Please sign exactly as your name appears. If acting as attorney, executor, trustee or in representative capacity, sign name and title. | ||||||||||||
|
☐ |
Signature: | Date | ||||||||||||||||
| For, except vote withheld from the above nominee(s). | Signature: | Date | ||||||||||||||||
The Board of Directors Recommends a Vote AgainstItem 2.
| 2. |
Shareholder proposal requesting that the Company publish a report regarding the costs and benefits of |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
The Board of Directors Recommends a Vote AgainstItem 3.
| 3. |
Shareholder proposal requesting that the Company disclose the highest NEO's pay ratio. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
The Board of Directors Recommends a Vote AgainstItem 4.
| 4. |
Shareholder proposal requesting that the Company issue a civil rights and non-discriminationreport. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
The Board of Directors Recommends a Vote AgainstItem 5.
| 5. |
Shareholder proposal requesting that the Board of Directors oversee an independent racial discrimination audit. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
The Board of Directors Recommends a Vote AgainstItem 6.
| 6. |
Shareholder proposal requesting that the Company designate a Board Committee to oversee the Company's diversity and inclusion strategy. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
The Board of Directors Recommends a Vote AgainstItem 7.
| 7. |
Shareholder proposal requesting that the Company annually disclose its clean energy financing ratio. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
The Board of Directors Recommends a Vote AgainstItem 8.
| 8. |
Shareholder proposal requesting that the Board charter a new committee of independent directors to address risks associated with the development and deployment of AI across the Company's operations. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
Attachments
Disclaimer
AM Best Withdraws Credit Ratings of Casualty Underwriters Insurance Company
Preliminary Revised Proxy Statement (Form PRER14A)
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