What are the key changes to Berkshire Hathaway's Bylaws?

Berkshire Hathaway amended its Bylaws to update the forum for dispute adjudication. Specifically, it now requires claims brought under the Securities Act of 1933 to be adjudicated in a U.S. federal district court, unless the Company agrees otherwise in writing. It also mandates adjudication in the federal district court for the District of Delaware for derivative claims over which the Delaware Court of Chancery lacks jurisdiction.

What was the outcome of the annual shareholder meeting regarding director elections?

All nominated directors, including Warren E. Buffett and Charles T. Munger, were elected by a significant majority of votes cast by Class A and Class B shareholders. Notably, Wallace R. Weitz was elected to the Board.

Did the shareholder proposals pass at the annual meeting?

No, all five shareholder proposals, which covered topics such as an independent Board Chair, annual assessment of climate risk management, greenhouse gas emissions reporting, and diversity and inclusion efforts, failed to receive majority shareholder support.

How did the election of Wallace R. Weitz affect the company's stock exchange listing?

The election of Wallace R. Weitz, an independent director, re-established a majority of independent directors on Berkshire Hathaway's Board. This resolved the deficiency that had been previously reported to the NYSE and brought the company back into compliance with the NYSE's continued listing standards.

BRK-B 8-K: Earnings & Results, Shareholder Matters & More

Summary

Berkshire Hathaway Inc. filed an 8-K on May 3, 2022, detailing several key events. The company furnished its first-quarter 2022 earnings release, providing investors with recent financial performance data. Importantly, Berkshire Hathaway amended its Bylaws to update provisions related to the forum for adjudicating disputes, specifically establishing federal court as the venue for claims brought under the Securities Act of 1933, unless otherwise agreed. This change aims to provide clearer and potentially more efficient legal recourse for certain types of shareholder litigation. Furthermore, the 8-K reported on the outcomes of the company's annual shareholder meeting held on April 30, 2022. While all directors were elected, several shareholder proposals related to board independence, climate risk management, and diversity and inclusion did not pass. A significant event noted was the election of Wallace R. Weitz to the Board of Directors, which resulted in Berkshire Hathaway regaining compliance with the NYSE's continued listing standards regarding a majority of independent directors.

Key Highlights

1Berkshire Hathaway furnished its Q1 2022 earnings release, providing investors with an update on financial performance.
2The company amended its Bylaws to specify federal district court as the mandatory forum for Securities Act of 1933 claims, unless Berkshire consents otherwise.
3The amendment also clarifies the forum for other derivative claims to be adjudicated in the federal district court of Delaware if the Delaware Court of Chancery lacks jurisdiction.
4At the annual shareholder meeting, all incumbent directors were re-elected, including Warren E. Buffett and Charles T. Munger.
5Shareholder proposals on board independence, climate risk, and diversity & inclusion did not receive majority support.
6Wallace R. Weitz was elected to the Board of Directors.
7Mr. Weitz's election as an independent director resolved a deficiency and brought Berkshire Hathaway back into compliance with NYSE's majority independent director listing standards.

BERKSHIRE HATHAWAY INC 8-K Report, Financial Results (May 4, 2022)

Summary

Key Highlights

Frequently Asked Questions