SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
Rule 14a-6[e][2])
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
BERKSHIRE HATHAWAY INC.
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(Name of Registrant as Specified In Its Charter)
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BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 2002
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of
Berkshire Hathaway Inc. will be held at the Omaha Civic Auditorium, 1804 Capitol
Avenue, Omaha, Nebraska, on May 4, 2002 at 9:30 a.m. for the following purposes:
1. To elect directors.
2. To act on a shareholder proposal, if properly presented
at the meeting.
3. 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 March 6, 2002
as the record date for determining the shareholders having the right to vote at
the meeting or any adjournment thereof. A list of such shareholders will be
available for examination by a shareholder for any purpose germane to the
meeting during ordinary business hours at the offices of the Corporation at 1440
Kiewit Plaza, Omaha, Nebraska during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed proxy which is
solicited by the Board of Directors of the Corporation and will be voted as
indicated in the accompanying proxy statement and proxy. A return envelope is
provided which requires no postage if mailed in the United States. If mailed
elsewhere, foreign postage must be affixed.
By order of the Board of Directors
FORREST N. KRUTTER, Secretary
Omaha, Nebraska
March 20, 2002
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A SHAREHOLDER MAY REQUEST MEETING CREDENTIALS FOR ADMISSION TO THE
MEETING FOR HIMSELF OR HERSELF AND FAMILY MEMBERS 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. FOR A RECORD
OWNER, POSSESSION OF A PROXY CARD WILL BE ADEQUATE IDENTIFICATION. FOR A
BENEFICIAL-BUT-NOT-OF-RECORD OWNER, A COPY OF A BROKER'S STATEMENT SHOWING
SHARES HELD FOR HIS OR HER BENEFIT ON MARCH 6, 2002 WILL BE ADEQUATE
IDENTIFICATION.
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BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 2002
This statement is furnished in connection with the solicitation by the
Board of Directors of Berkshire Hathaway Inc. (hereinafter "Berkshire" or the
"Corporation") of proxies in the accompanying form for the Annual Meeting of the
Shareholders to be held on Saturday, May 4, 2002 at 9:30 a.m. and at any
adjournment thereof.
This proxy statement and the enclosed form of proxy were first sent to
shareholders on or about March 20, 2002.
If the form of proxy enclosed herewith is executed and returned as
requested, it may nevertheless be revoked at any time prior to exercise by
filing an instrument revoking it or a duly executed proxy bearing a later date.
Solicitation of proxies will be made solely by mail at the Corporation's
expense. The Corporation will reimburse brokerage firms, banks, trustees and
others for their actual out-of-pocket expenses in forwarding proxy material to
the beneficial owners of its common stock.
As of the close of business on March 6, 2002, the record date for the
Annual Meeting, the Corporation had outstanding and entitled to vote 1,323,707
shares of Class A Common Stock (hereinafter called "Class A Stock") and
6,290,415 of Class B Common Stock (hereinafter called "Class B Stock"). Each
share of Class A Stock is entitled to one vote per share and each share of Class
B Stock is entitled to one-two-hundredth (1/200) of one vote per share on all
matters submitted to a vote of shareholders of the Corporation. The Class A
Stock and Class B Stock vote together as a single class. Only shareholders of
record at the close of business on March 6, 2002 are entitled to vote at the
Annual Meeting or at any adjournment thereof.
The presence at the meeting, in person or by proxy, of the holders of
Class A Stock and Class B Stock holding in the aggregate a majority of the
voting power of the Corporation's stock entitled to vote shall constitute a
quorum for the transaction of business. A plurality of the votes properly cast
for the election of directors by the shareholders attending the meeting, in
person or by proxy, will elect directors to office. A majority of votes properly
cast upon any question other than election of directors shall decide the
question. Abstentions and broker non-votes will count for purposes of
establishing a quorum, but will not count as votes cast for the election of
directors or any other question and accordingly will have no effect.
Shareholders who send in proxies 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 sent in by other shareholders.
1
1. ELECTION OF DIRECTORS
At the 2002 Annual Meeting of Shareholders, a Board of Directors
consisting of seven 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.
Each of the current directors of the Corporation is a nominee for
reelection. Certain information with respect to nominees for election as
directors is contained in the following table:
WARREN E. BUFFETT, age 71, has been a director of the Corporation since 1965 and
has been its Chairman and Chief Executive Officer since 1970. Mr.
Buffett is a controlling person of the Corporation. He is also a
director of The Coca-Cola Company, The Gillette Company and The
Washington Post Company.
HOWARD G. BUFFETT, age 47, has been a director of the Corporation since 1993.
Mr. Buffett is currently President of Buffett Farms and BioImages, a
photography and publishing company. From June of 1996 until August of
2001, Mr. Buffett was the Chairman of the Board of Directors of The GSI
Group, a company primarily engaged in the manufacture of agricultural
equipment. He is also a director of Coca-Cola Enterprises Inc., ConAgra
Foods Inc. and Lindsay Manufacturing Co.
SUSAN T. BUFFETT, age 69, has been a director of the Corporation since 1991.
Mrs. Buffett has not been employed in the past five years.
MALCOLM G. CHACE, age 67, has been a director of the Corporation since 1992. For
more than the past five years, Mr. Chace has been Chairman of the Board
of Directors of BankRI, a community bank located in the State of Rhode
Island.
CHARLES T. MUNGER, age 78, has been a director and Vice Chairman of the
Corporation's Board of Directors since 1978. He is Chairman of the Board
of Directors and Chief Executive Officer of Wesco Financial Corporation,
approximately 80%-owned by the Corporation. Mr. Munger is also Chairman
of the Board of Directors of Daily Journal Corporation and a director of
Costco Wholesale Corporation.
RONALD L. OLSON, age 60, has been a director of the Corporation since 1997. For
more than the past five years, he has been a partner in the law firm of
Munger, Tolles & Olson LLP. He is also a director of City National Bank,
Edison International, Western Asset Trust, Inc. and Pacific American
Income Shares Inc.
WALTER SCOTT, JR., age 70, has been a director of the Corporation since 1988.
For more than the past five years, he has been Chairman of the Board of
Directors of Level 3 Communications, Inc., a successor to certain
businesses of Peter Kiewit Sons' Inc. which is engaged in
telecommunications and computer outsourcing. He is also a director of
Burlington Resources Inc., Commonwealth Telephone Enterprises, Inc.,
Peter Kiewit Sons' Inc., RCN Corporation and Valmont Industries Inc.
Warren E. Buffett and Susan T. Buffett are husband and wife. Howard G.
Buffett is the son of Warren and Susan Buffett. Ronald L. Olson is a partner of
the law firm of Munger, Tolles & Olson LLP. Munger, Tolles & Olson LLP rendered
legal services to the Corporation and its subsidiaries in 2001 and is expected
to render services in 2002.
On March 14, 2000, Berkshire, David L. Sokol and Walter Scott, Jr., who
is a current director and a nominee for director, acquired MidAmerican Energy
Holdings Company. Berkshire invested approximately $1.24 billion and acquired
about a 9.7% voting interest and a 76% economic interest in MidAmerican on a
fully-diluted basis. Mr. Scott, who invested approximately $280 million in cash
and shares of MidAmerican common stock in the transaction, controls
approximately 86% of the voting interest in MidAmerican and serves as a member
of its board of directors.
When the accompanying proxy is properly executed and returned, 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 seven nominees identified above. The Corporation expects
each nominee to be able to serve if elected, but if any nominee notifies the
Corporation before this 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.
2
BOARD OF DIRECTORS' MEETINGS, COMMITTEES AND DIRECTORS' COMPENSATION
Board of Directors' actions were taken in 2001 at the Annual Meeting of
Directors that followed the 2001 Annual Meeting of Shareholders, and upon four
occasions by Directors' unanimous written consent. Each director attended all
meetings of the Board and of the Committees of the Board on which they served.
The Board of Directors has an Audit Committee consisting of Walter
Scott, Jr., Chairman, Malcolm G. Chace and Ronald L. Olson. All members of the
Audit Committee meet the independence standards of the rules promulgated by the
Securities and Exchange Commission and New York Stock Exchange. The Audit
Committee meets periodically with the Corporation's independent public
accountants, Director of Internal Audit and members of management and reviews
the Corporation's accounting policies and internal controls. It also reviews the
scope and adequacy of the independent accountants' examination of the
Corporation's annual financial statements. In addition, the Audit Committee
recommends the firm of independent public accountants to be retained by the
Corporation. The Audit Committee held two formal meetings during 2001. The Board
of Directors adopted an Audit Committee Charter on April 29, 2000. The
Corporation does not have standing nominating or compensation committees of the
Board of Directors.
Directors who are employees of the Corporation or its subsidiaries do
not receive fees for attendance at directors' meetings. Directors who are not
employees receive a fee of $900 for each meeting attended in person and $300 for
participating in any meeting conducted by telephone. A director who serves as a
member of the Audit Committee receives additional fees of $1,000 quarterly.
Directors are reimbursed for their out-of-pocket expenses incurred in attending
meetings of directors or shareholders.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Corporation has
reviewed and discussed the consolidated financial statements of the Corporation
and its subsidiaries to be set forth in the Corporation's 2001 Annual Report to
Shareholders and at Item 8 of the Corporation's Annual Report on Form 10-K for
the year ended December 31, 2001, with management of the Corporation and
Deloitte & Touche LLP, independent public accountants for the Corporation.
The Audit Committee has discussed with Deloitte & Touche LLP the matters
required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended, which includes, among other
items, matters relating to the conduct of an audit of the Corporation's
financial statements.
The Audit Committee has received the written disclosures and the letter
from Deloitte & Touche LLP required by Independence Standards Board Standard No.
1, "Independence Discussions with Audit Committees" and has discussed with
Deloitte & Touche LLP their independence from the Corporation.
Based on the review and discussions with management of the Corporation
and Deloitte & Touche LLP referred to above, the Audit Committee has recommended
to the Board of Directors that the Corporation publish the consolidated
financial statements of the Corporation and subsidiaries for the year ended
December 31, 2001 in the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001 and in the Corporation's 2001 Annual Report to
Shareholders.
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 report of the
Corporation's independent public accountants with respect to such financial
statements.
Submitted by the members of the Audit Committee of the Board of
Directors.
Walter Scott, Jr., Chairman
Malcolm G. Chace
Ronald L. Olson
3
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the Corporation's principal independent
public accountants for 2001. Representatives from that firm will be present at
the meeting of shareholders, will be given the opportunity to make a statement
if they so desire, and will be available to respond to any appropriate
questions. The Corporation has not selected auditors for the current year, since
its normal practice is for the Audit Committee of the Board of Directors to make
such selection later in the year.
Aggregate fees billed to the Corporation for the year ending December
31, 2001 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu
and their affiliates (collectively, "Deloitte & Touche") were as follows:
Audit Fees $2,819,434(a)(d)
Financial Information Systems
Design and Implementation Fees $ 15,732(c)
All Other Fees 4,229,983(b)(c)(d)
(a) Includes fees for the audit of the Corporation's consolidated financial
statements and interim reviews of the Corporation's consolidated
quarterly financial statements. Also includes statutory audit fees
related to many of the Corporation's insurance subsidiaries as well as
certain of its foreign subsidiaries.
(b) The aggregate fees for all other services can be sub-categorized as
follows:
Tax compliance and tax consulting services $2,118,465
Audit related services 1,928,947*
Other services 182,571
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$4,229,983
==========
* Audit related services primarily include fees for certain subsidiary
separate company audits not required for purposes of Deloitte & Touche's
audit of the Corporation's consolidated financial statements, audits of
certain subsidiary employee benefit plans and consultation on various
accounting and reporting matters.
(c) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the independence of Deloitte &
Touche.
(d) The information presented herein excludes fees paid by MidAmerican
Energy Holdings Company, a non consolidated subsidiary, in which
Berkshire holds a 76% economic interest. MidAmerican was billed by
Deloitte & Touche approximately $1.3 million for audit fees relating to
its separate reporting requirement and $1.8 million for non audit
services for the year ending December 31, 2001.
EXECUTIVE COMPENSATION
The following table discloses the compensation received for the three
years ended December 31, 2001 by the Corporation's Chief Executive Officer and
its other executive officers.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ALL
NAME AND --------------------- OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
------------------ ---- ------ ----- ------------
Warren E. Buffett 2001 $100,000 -- $256,400 (2)
Chief Executive Officer/ 2000 100,000 -- 255,600 (2)
Chairman of the Board 1999 100,000 -- 237,750 (2)
Marc D. Hamburg 2001 412,500 -- 31,500 (3)
Vice President/Chief 2000 362,500 -- 30,500 (3)
Financial Officer 1999 331,250 -- 10,000 (3)
Charles T. Munger (1) 2001 100,000 -- --
Vice Chairman of the Board 2000 100,000 -- --
1999 100,000 -- --
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(1) Mr. Munger is compensated by a Berkshire subsidiary.
(2) Represents the value of directors' fees received by Mr. Buffett in cash
or deferred phantom equity interests from certain non-subsidiary
companies in which Berkshire has significant investments.
(3) Represents contribution to a subsidiary's defined contribution plan in
which Mr. Hamburg participates and, in 2000 and 2001, directors' fees
received by Mr. Hamburg from a Berkshire affiliate.
4
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
Berkshire's program regarding compensation of its executive officers is
different from most public corporations' programs. Mr. Buffett recommends to the
Board of Directors the amount of his proposed remuneration and he sets the
remuneration of Berkshire's other executive officers (including both salary and
bonus). Mr. Buffett has been paid an annual salary of $100,000 for each of the
last 21 years. Factors considered by the Board of Directors and Mr. Buffett are
typically subjective, such as their perception of the individual's performance
and any planned change in functional responsibility. Neither the profitability
of the Corporation nor the market value of its stock are considered in setting
executive officer remuneration (including both salary and bonus). Further, it is
the Corporation's policy that all compensation paid to its executive officers be
deductible under Internal Revenue Code Section 162(m).
Submitted by the Berkshire Hathaway Inc. Board of Directors
Warren E. Buffett, Chairman Charles T. Munger
Susan T. Buffett Ronald L. Olson
Howard G. Buffett Walter Scott, Jr.
Malcolm G. Chace
STOCK PERFORMANCE GRAPH
The following chart compares the subsequent value of $100 invested in
Berkshire Hathaway Inc. common stock on December 31, 1996 with a similar
investment in the Standard and Poor's 500 Stock Index and in the Standard and
Poor's Property - Casualty Insurance Index.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
Berkshire Hathaway Inc. $100 $135 $205 $165 $208 $222
S&P 500 Property-Casualty Insurance Index ** 100 145 135 101 157 144
S&P 500 Index 100 133 171 208 189 166
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* Cumulative return for the Standard and Poor's indices based on
reinvestment of dividends.
** It would be difficult to develop a peer group of companies similar to
Berkshire. The Corporation owns subsidiaries engaged in a number of
diverse business activities of which the most important is the property
and casualty insurance business and, accordingly, management has used
the Standard and Poor's Property - Casualty Insurance Index for
comparative purposes.
BOARD OF DIRECTORS'
INTERLOCKS AND INSIDER PARTICIPATION
Warren E. Buffett, Chairman of Berkshire's Board of Directors, is an
employee of the Corporation. Charles T. Munger, Vice Chairman of Berkshire's
Board of Directors, is employed by a Berkshire subsidiary.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Warren E. Buffett, whose address is 1440 Kiewit Plaza, Omaha, NE 68131,
a nominee for director, is the only person known to the Corporation to be the
beneficial owner of more than 5% of the Corporation's Class A or Class B Stock.
Beneficial ownership of the Corporation's Class A and Class B Stock on February
28, 2002 by Mr. Buffett and by any other executive officers and directors of the
Corporation who own shares is shown in the following table:
PERCENTAGE PERCENTAGE
PERCENTAGE OF AGGREGATE OF AGGREGATE
OF OUTSTANDING VOTING POWER ECONOMIC
SHARES STOCK OF OF CLASS A INTEREST
TITLE OF CLASS BENEFICIALLY RESPECTIVE AND OF CLASS A
NAME OF STOCK OWNED (1) CLASS (1) CLASS B (1) AND CLASS B (1)
---- -------------- ------------ -------------- ------------ ---------------
Warren E. Buffett Class A 477,166(2) 36.0
Class B -- * 35.2(3) 31.1
Susan T. Buffett Class A 34,476(2) 2.6
Class B 13(2) * 2.5(3) 2.3
Howard G. Buffett Class A 14 *
Class B 41 * * *
Malcolm G. Chace Class A 975(4) 0.1
Class B 83(4) * 0.1 0.1
Charles T. Munger Class A 17,211 1.3
Class B -- * 1.3 1.1
Ronald L. Olson Class A 95 *
Class B 300 * * *
Walter Scott, Jr. Class A 100(5) *
Class B -- * * *
Directors and executive
officers as a group Class A 530,037 40.0
Class B 437 * 39.1 34.6
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* 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
thirty shares of Class B Stock at the option of the shareholder. As a
result, pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of
1934, a shareholder is deemed to have beneficial ownership of the shares
of Class B Stock which such shareholder may acquire upon conversion of
the Class A Stock. In order to avoid overstatement, the amount of Class
B Stock beneficially owned does not take into account such shares of
Class B Stock which may be acquired upon conversion (an amount which is
equal to 30 times the number of shares of Class A Stock held by a
shareholder). The percentage of outstanding Class B Stock is based on
the total number of shares of Class B Stock outstanding as of March 6,
2002 (6,290,415 shares) and does not take into account shares of Class B
Stock which may be issued upon conversion of Class A Stock.
(2) Includes 474,998 shares owned directly and beneficially by Warren E.
Buffett, and 2,168 shares owned by three trusts of which Mr. Buffett is
sole trustee but with respect to which Mr. Buffett disclaims any
beneficial economic interest. Mr. Buffett shares investment and voting
power with respect to 34,476 Class A shares and 13 Class B shares owned
by Susan T. Buffett.
(3) Mr. and Mrs. Buffett have entered into a voting agreement with Berkshire
providing that, should the combined voting power of shares held by Mr.
and Mrs. Buffett and the trusts exceed 49.9% of Berkshire's total voting
power, they will vote those shares in excess of that percentage
proportionately with votes of the other Berkshire shareholders.
(4) Includes 246 Class A shares and 55 Class B shares for which Mr. Chace
has sole investment and voting power. Also includes 729 Class A shares
and 28 Class B shares held by various trusts and partnerships of which
Mr. Chace is a trustee or a limited partner. Excluded are 757 Class A
shares in which Mr. Chace has a pecuniary interest but with respect to
which he possesses neither investment power nor voting power, and also
does not include 54 Class A shares owned by Elizabeth Z. Chace, wife of
Mr. Chace.
(5) Does not include 10 Class A shares owned by Suzanne M. Scott, wife of
Walter Scott, Jr.
6
SECTION 16(a) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that during 2001 all filing
requirements applicable to its officers, directors, and greater than ten-percent
shareholders were complied with.
2. SHAREHOLDER PROPOSAL
Gloria J. Patrick, who resides at 3955 Rangeline Road, West Milton, OH
45383-9644 and owns two shares of Class B Common Stock, has given notice that
she intends to present for action at the annual meeting the following proposal.
Whereas, charitable contributions should serve to enhance shareholder
value.
Whereas, the company has given money to groups involved in controversial
activities like abortion and population control.
Whereas, our company is dependent on people to buy the products and
services of the various companies we own.
Whereas, our company is being boycotted by Life Decisions International
and investment related groups like Pro Vita Advisors because of our
contributions.
Resolved: The shareholders request the company to refrain from making
charitable contributions.
Supporting statement: Shareholder money is entrusted to the Board of
Directors to be invested in a prudent manner for the shareholders. Members of
the Board have a fiduciary responsibility to maximize shareholder value. People
did not invest money in this company so it could be given to someone else's
favorite charity. In fact, some of the charitable money has been given to
Planned Parenthood, a group that is responsible for almost two hundred thousand
abortions a year in the United States alone. In addition, Planned Parenthood has
been involved in population control programs worldwide. It is hard to understand
how such activities would benefit the company. Slow demographic growth,
especially in Europe and the United States, has contributed to the perception
that some of the consumer product companies we own are not growth companies,
thus limiting investor appeal.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE PROPOSAL FOR THE
FOLLOWING REASON:
Berkshire's policies concerning charitable donations were set forth on
pages 18-19 of the Chairman's Letter to Shareholders in our 1993 Annual Report
and have been in effect since 1981. These policies which continue in effect
today were further discussed in the Chairman's Letter to Shareholders in our
2001 Annual Report. Both of these Letters to Shareholders can be viewed on our
website (berkshirehathaway.com).
As discussed in the letters, Berkshire's practice in respect to
discretionary philanthropy -- that which is not related to the activities of
operating subsidiaries -- differs significantly from that of most other
publicly-held corporations. Typically, these contributions are made pursuant to
the wishes of the CEO, employees or directors. At Berkshire, we believe the
Corporation's money is the owners' money, and if funds are to be given to causes
not directly related to Berkshire's business activities, it is the charities
favored by our owners that should receive them. As a result of this policy, the
many gifts made based upon our shareholder designations display differing
philosophies. Berkshire's shareholders are probably on both sides of the
abortion issue in roughly the same proportion as the general U.S. population.
Berkshire will make contributions based on the shareholder designations, as long
as the charity possesses 501(c)(3) status. We suggest you vote AGAINST this
proposal.
7
3. 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 shareholders' meeting, 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 their 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 2001 accompanies this proxy
statement, but is not deemed a part of the proxy soliciting material.
A COPY OF THE 2001 FORM 10-K REPORT AS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, EXCLUDING EXHIBITS, WILL BE MAILED TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO: FORREST N. KRUTTER,
SECRETARY, BERKSHIRE HATHAWAY INC., 1440 KIEWIT PLAZA, OMAHA, NEBRASKA 68131.
SUCH REQUEST MUST SET FORTH A GOOD-FAITH REPRESENTATION THAT THE REQUESTING
PARTY WAS EITHER A HOLDER OF RECORD OR A BENEFICIAL OWNER OF CLASS A OR CLASS B
STOCK OF THE CORPORATION ON MARCH 6, 2002. EXHIBITS TO THE FORM 10-K WILL BE
MAILED UPON SIMILAR REQUEST AND PAYMENT OF SPECIFIED FEES. THE 2001 FORM 10-K IS
ALSO AVAILABLE THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S WORLD WIDE WEB
SITE (SEC.GOV).
PROPOSALS OF SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation at the 2003 Annual Meeting must be received by
the Corporation by November 20, 2002. The proposal must be in accordance with
the provisions of Rule 14a-8 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. It is suggested the
proposal be submitted by certified mail -- return receipt requested.
Shareholders who intend to present a proposal at the 2003 Annual Meeting without
including such proposal in the Corporation's proxy statement must provide the
Corporation notice of such proposal no later than February 6, 2003. The
Corporation reserves the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not comply with these
and other applicable requirements.
By order of the Board of Directors
Omaha, Nebraska FORREST N. KRUTTER, Secretary
March 20, 2002
8
BERKSHIRE HATHAWAY INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2002
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R The undersigned hereby appoints Marc D. Hamburg and Walter
Scott, Jr., or either of them, as proxies, with power of substitution to
O each proxy and substitute, to vote the Class A Common Stock (CLA) and
Class B Common Stock (CLB) of the undersigned at the 2002 Annual Meeting
X of Shareholders of Berkshire Hathaway Inc. and at any adjournment
thereof, as indicated on the reverse hereof on the proposal for Election
Y of Directors, the Shareholder Proposal and as said proxies may determine
in the exercise of their best judgment on any other matters which may
properly come before the meeting.
IF PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS
SPECIFIED OR, IF NOT SPECIFIED, WILL BE VOTED FOR ELECTING ALL NOMINEES
AND AGAINST THE SHAREHOLDER PROPOSAL.
PLEASE SIGN ON REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE
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SEE REVERSE SEE REVERSE
SIDE SIDE
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THE BOARD RECOMMENDS A VOTE FOR ITEM 1 AND AGAINST ITEM 2.
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors MARK HERE
FOR ADDRESS [ ]
NOMINEES: Warren E. Buffett, Charles T. Munger, Susan CHANGE AND
T. Buffett, Howard G. Buffett, Malcolm G. Chace, Ronald NOTE AT LEFT
L. Olson and Walter Scott, Jr.
FOR WITHHELD PLEASE SIGN EXACTLY AS YOUR NAME
[ ] ALL [ ] FROM ALL APPEARS. IF ACTING AS ATTORNEY,
NOMINEES NOMINEES EXECUTOR, TRUSTEE OR IN REPRESENTATIVE
CAPACITY, SIGN NAME AND TITLE.
[ ] SIGNATURE: DATE
----------------------------------------- ----------------------------- ---------------
FOR, EXCEPT VOTE WITHHELD FROM THE ABOVE NOMINEE(S). SIGNATURE: DATE
----------------------------- ---------------
2. Shareholder Proposal:
To approve the stockholder
proposal with respect to
charitable contributions.
[ ] FOR [ ] AGAINST [ ] ABSTAIN