Summary
Berkshire Hathaway Inc. (BRK-B) filed an 8-K on February 18, 2022, primarily related to a change in its Board of Directors composition. The resignation of independent director Thomas S. Murphy on February 14, 2022, resulted in the Board no longer meeting the New York Stock Exchange (NYSE) requirement of having a majority of independent directors. The company promptly notified the NYSE of this noncompliance and intends to appoint a new independent director as soon as practicable to rectify the situation. This filing is important for investors to note as it addresses a procedural listing requirement. While not indicative of any fundamental business issue, it highlights the importance of corporate governance and compliance with exchange rules. The company's swift action to acknowledge the noncompliance and its stated intention to appoint a new director suggest a commitment to resolving this matter promptly and maintaining its listing status.
Key Highlights
- 1Thomas S. Murphy resigned from Berkshire Hathaway's Board of Directors on February 14, 2022.
- 2Mr. Murphy's resignation, as an independent director, caused the Board to no longer have a majority of independent directors.
- 3This noncompliance violates NYSE Listed Company Manual Section 303A.01.
- 4Berkshire Hathaway submitted an interim written affirmation to the NYSE on February 15, 2022, acknowledging the noncompliance.
- 5The NYSE issued an official notice of noncompliance on February 16, 2022, requiring correction as promptly as practicable.
- 6Berkshire Hathaway's Board of Directors intends to appoint a new independent director as soon as practicable to regain compliance.
- 7A press release dated February 14, 2022, announcing Mr. Murphy's resignation is attached as an exhibit.