8-KShareholder MattersCorporate ChangesExhibits & Filings

BERKSHIRE HATHAWAY INC 8-K Report, Bylaw Amendment (May 4, 2016)

Filed May 4, 2016For Securities:BRK-BBRK-A

Summary

Berkshire Hathaway Inc. (BRK-B) filed an 8-K on May 3, 2016, reporting on two key events. First, on May 2, 2016, the Board of Directors amended and restated the company's Bylaws. These amendments aimed to provide greater flexibility in setting stockholder meeting times and places, require advance notice for stockholders wishing to introduce business or nominate directors, update officer roles, clarify voting rights and record date procedures, and align the Bylaws with Delaware corporate law, while also permitting electronic communication. Second, the filing details the results of the annual shareholder meeting held on April 30, 2016. All incumbent directors were reelected without opposition, receiving overwhelming support from Class A and Class B shareholders. A shareholder proposal requesting a report on the insurance division's response to climate change risks was voted down by a significant margin.

Key Highlights

  • 1Berkshire Hathaway's Board of Directors amended and restated the company's Bylaws effective May 2, 2016.
  • 2Bylaw amendments grant the Board more flexibility in scheduling stockholder meetings and require advance notice for stockholder proposals and director nominations.
  • 3Officer roles, responsibilities, and authority were updated to reflect current business needs.
  • 4Bylaws were updated to align with Delaware General Corporation Law and permit electronic communication.
  • 5All directors were reelected at the annual shareholder meeting held on April 30, 2016, with substantial shareholder support.
  • 6A shareholder proposal requesting a report on climate change risk mitigation in the insurance division was overwhelmingly rejected.

Frequently Asked Questions

The primary purpose of the Bylaw amendments was to provide the Board of Directors with increased flexibility in managing stockholder meetings, enhance governance procedures by requiring advance notice for stockholder proposals and director nominations, update officer roles, and ensure compliance with Delaware corporate law.

No, all incumbent directors were reelected at the annual shareholder meeting without any opposition, indicating continued confidence from shareholders in the current board.

The shareholder proposal requesting a report on the insurance division's responses to climate change risks was not approved, with a large majority of shareholders voting against it.

The changes require shareholders to provide advance notice if they wish to introduce new business or nominate directors at meetings, which is a common governance practice. While clarifying voting rights and updating communication methods (including electronic), these amendments generally aim to streamline corporate governance rather than diminish shareholder rights, though they do impose procedural requirements.