As filed with the Securities and Exchange Commission on August 30, 2018
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
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Investment Company Act file number 811-08043
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THE BERKSHIRE FUNDS
(Exact name of registrant as specified in charter)
475 Milan Drive, Suite #103
San Jose, CA 95134-2453
(Address of principal executive offices)
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AGENT FOR SERVICE:
MALCOLM R. FOBES III
The Berkshire Funds
475 Milan Drive, Suite #103
San Jose, CA 95134-2453
(Name and Address of Agent for Service)
COPIES TO:
DONALD S. MENDELSOHN, ESQ.
Thompson Hine LLP
312 Walnut Street
14th Floor
Cincinnati, Ohio 45202
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Registrant's telephone number, including area code: 1-408-526-0707
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2017 - June 30, 2018
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later
than August 31 of each year, containing the registrant's proxy voting record
for the most recent twelve-month period ended June 30, pursuant to section 30
of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR
270.30b1-4). The Commission may use the information provided on Form N-PX in
its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX,
And the Commission will make this information public. A registrant is not
Required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of infor-
mation under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. PROXY VOTING RECORD
COMPANY: ADOBE SYSTEMS INC.
TICKER: ADBE
CUSIP: 00724F101
MEETING
DATE: 4/12/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director AMY BANSE For For Management
1.2 Elect Director EDWARD BARNHOLT For For Management
1.3 Elect Director ROBERT BURGESS For For Management
1.4 Elect Director FRANK CALDERONI For For Management
1.5 Elect Director JAMES DALEY For For Management
1.6 Elect Director LAURA DESMOND For For Management
1.7 Elect Director CHARLES GESCHKE For For Management
1.8 Elect Director SHANTANU NARAYEN For For Management
1.9 Elect Director DANIEL ROSENSWEIG For For Management
1.10 Elect Director JOHN WARNOCK For For Management
2 APPROVAL OF THE 2003 EQUITY INCENTIVE
PLAN AS AMENDED TO INCREASE THE
AVAILABLE SHARE RESERVE BY 7.5 MILLION
SHARES. For For Management
3 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING ON
NOVEMBER 30, 2018. For For Management
4 APPROVAL ON AN ADVISORY BASIS OF THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS. For For Management
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COMPANY: ALIBABA GROUP HOLDING LTD.
TICKER: BABA
CUSIP: 01609W102
MEETING
DATE: 10/18/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JACK YUN MA For For Management
1.2 Elect Director MASAYOSHI SON For For Management
1.3 Elect Director WALTER TEH MING KWAUK For For Management
2 RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY. For For Management
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COMPANY: ALPHABET INC.
TICKER: GOOGL
CUSIP: 02079K305
MEETING
DATE: 6/6/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director LARRY PAGE For For Management
1.2 Elect Director SERGEY BRIN For For Management
1.3 Elect Director ERIC E. SCHMIDT For For Management
1.4 Elect Director L. JOHN DOERR For For Management
1.5 Elect Director ROGER W. FERGUSON, JR. For For Management
1.6 Elect Director DIANE B. GREENE For For Management
1.7 Elect Director JOHN L. HENNESSY For For Management
1.8 Elect Director ANN MATHER For For Management
1.9 Elect Director ALAN R. MULALLY For For Management
1.10 Elect Director SUNDAR PICHAI For For Management
1.11 Elect Director K. RAM SHRIRAM For For Management
2 THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS ALPHABET'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2018. For For Management
3 THE APPROVAL OF AMENDMENTS TO
ALPHABET'S 2012 STOCK PLAN TO INCREASE
THE SHARE RESERVE BY 11,500,000 SHARES
OF CLASS C CAPITAL STOCK AND TO
PROHIBIT THE REPRICING OF STOCK
OPTIONS GRANTED UNDER THE 2012 STOCK
PLAN WITHOUT STOCKHOLDER APPROVAL. For For Management
4 A STOCKHOLDER PROPOSAL REGARDING
EQUAL SHAREHOLDER VOTING, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
5 A STOCKHOLDER PROPOSAL REGARDING A
LOBBYING REPORT, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
6 A STOCKHOLDER PROPOSAL REGARDING A
REPORT ON GENDER PAY, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING
SIMPLE MAJORITY VOTE, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
8 A STOCKHOLDER PROPOSAL REGARDING A
SUSTAINABILITY METRICS REPORT, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
9 A STOCKHOLDER PROPOSAL REGARDING
BOARD DIVERSITY AND QUALIFICATIONS,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
10 A STOCKHOLDER PROPOSAL REGARDING A
REPORT ON CONTENT GOVERNANCE, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: AMAZON.COM INC.
TICKER: AMZN
CUSIP: 023135106
MEETING
DATE: 5/30/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JEFFREY P. BEZOS For For Management
1.2 Elect Director TOM A. ALBERG For For Management
1.3 Elect Director JOHN SEELY BROWN For For Management
1.4 Elect Director JAMIE S. GORELICK For For Management
1.5 Elect Director DANIEL P. HUTTENLOCHER For For Management
1.6 Elect Director JUDITH A. MCGRATH For For Management
1.7 Elect Director JONATHAN J. RUBINSTEIN For For Management
1.8 Elect Director THOMAS O. RYDER For For Management
1.9 Elect Director PATRICIA Q. STONESIFER For For Management
1.10 Elect Director WENDELL P. WEEKS For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. For For Management
3 ADVISORY VOTE TO APPROVE EXECUTIVE
COMPENSATION. For For Management
4 SHAREHOLDER PROPOSAL REGARDING DIVERSE
BOARD CANDIDATES. Against Against Shareholder
5 SHAREHOLDER PROPOSAL REGARDING A POLICY
TO REQUIRE AN INDEPENDENT BOARD CHAIR. Against Against Shareholder
6 SHAREHOLDER PROPOSAL REGARDING
VOTE-COUNTING PRACTICES FOR
SHAREHOLDER PROPOSALS. Against Against Shareholder
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COMPANY: APPLE INC.
TICKER: AAPL
CUSIP: 037833100
MEETING
DATE: 2/13/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JAMES BELL For For Management
1.2 Elect Director TIM COOK For For Management
1.3 Elect Director AL GORE For For Management
1.4 Elect Director BOB IGER For For Management
1.5 Elect Director ANDREA JUNG For For Management
1.6 Elect Director ART LEVINSON For For Management
1.7 Elect Director RON SUGAR For For Management
1.8 Elect Director SUE WAGNER For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS APPLE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2018. For For Management
3 AN ADVISORY RESOLUTION TO APPROVE
EXECUTIVE COMPENSATION. For For Management
4 APPROVAL OF THE AMENDED AND RESTATED
APPLE INC. NON-EMPLOYEE DIRECTOR STOCK
PLAN. For For Management
5 A SHAREHOLDER PROPOSAL ENTITLED
"SHAREHOLDER PROXY ACCESS AMENDMENTS." Against Against Shareholder
6 A SHAREHOLDER PROPOSAL ENTITLED
"HUMAN RIGHTS COMMITTEE." Against Against Shareholder
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COMPANY: ARISTA NETWORKS INC.
TICKER: ANET
CUSIP: 040413106
MEETING
DATE: 5/29/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ANDREAS BECHTOLSHEIM For For Management
1.2 Elect Director JAYSHREE ULLAL For For Management
2 APPROVAL ON AN ADVISORY BASIS OF
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS. For For Management
3 TO RATIFY THE APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
OUR FISCAL YEAR ENDING
DECEMBER 31, 2018. For For Management
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COMPANY: BROADCOM LTD.
TICKER: AVGO
CUSIP: Y098271109
MEETING
DATE: 4/4/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director HOCK E. TAN For For Management
1.2 Elect Director JAMES V. DILLER For For Management
1.3 Elect Director GAYLA J. DELLY For For Management
1.4 Elect Director LEWIS C. EGGEBRECHT For For Management
1.5 Elect Director KENNETH Y. HAO For For Management
1.6 Elect Director EDDY W. HARTENSTEIN For For Management
1.7 Elect Director CHECK KIAN LOW For For Management
1.8 Elect Director DONALD MACLEOD For For Management
1.9 Elect Director PETER J. MARKS For For Management
1.10 Elect Director DR. HENRY SAMUELI For For Management
2 TO APPROVE THE RE-APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS
BROADCOM'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM AND INDEPENDENT
SINGAPORE AUDITOR FOR THE FISCAL
YEAR ENDING NOVEMBER 4, 2018 AND
TO AUTHORIZE THE AUDIT COMMITTEE
TO FIX ITS REMUNERATION, AS SET
FORTH IN BROADCOM'S NOTICE OF,
AND PROXY STATEMENT RELATING TO,
ITS 2018 ANNUAL GENERAL MEETING. For For Management
3 TO APPROVE THE GENERAL AUTHORIZATION
FOR THE DIRECTORS OF BROADCOM TO ALLOT
AND ISSUE SHARES IN ITS CAPITAL,
AS SET FORTH IN BROADCOM'S NOTICE OF,
AND PROXY STATEMENT RELATING TO,
ITS 2018 ANNUAL GENERAL MEETING. For For Management
4 NON-BINDING, ADVISORY VOTE TO APPROVE
THE COMPENSATION OF BROADCOM'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED IN
"COMPENSATION DISCUSSION AND ANALYSIS"
AND IN THE COMPENSATION TABLES AND
ACCOMPANYING NARRATIVE DISCLOSURE
UNDER "EXECUTIVE COMPENSATION" IN
BROADCOM'S PROXY STATEMENT RELATING
TO ITS 2018 ANNUAL GENERAL MEETING. For For Management
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COMPANY: FACEBOOK INC.
TICKER: FB
CUSIP: 30303M102
MEETING
DATE: 5/31/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MARC L. ANDREESSEN For For Management
1.2 Elect Director ERSKINE B. BOWLES For For Management
1.3 Elect Director KENNETH I. CHENAULT For For Management
1.4 Elect Director S.D. DESMOND-HELLMANN For For Management
1.5 Elect Director REED HASTINGS For For Management
1.6 Elect Director JAN KOUM For For Management
1.7 Elect Director SHERYL K. SANDBERG For For Management
1.8 Elect Director PETER A. THIEL For For Management
1.9 Elect Director MARK ZUCKERBERG For For Management
2 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2018. For For Management
3 A STOCKHOLDER PROPOSAL REGARDING
CHANGE IN STOCKHOLDER VOTING. Against Against Shareholder
4 A STOCKHOLDER PROPOSAL REGARDING
A RISK OVERSIGHT COMMITTEE. Against Against Shareholder
5 A STOCKHOLDER PROPOSAL REGARDING
SIMPLE MAJORITY VOTE. Against Against Shareholder
6 A STOCKHOLDER PROPOSAL REGARDING
A CONTENT GOVERNANCE REPORT. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING
MEDIAN PAY BY GENDER. Against Against Shareholder
8 A STOCKHOLDER PROPOSAL REGARDING
TAX PRINCIPLES. Against Against Shareholder
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COMPANY: KLA-TENCOR CORPORATION
TICKER: KLAC
CUSIP: 482480100
MEETING
DATE: 11/1/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director EDWARD W. BARNHOLT For For Management
1.2 Elect Director ROBERT M. CALDERONI For For Management
1.3 Elect Director JOHN T. DICKSON For For Management
1.4 Elect Director EMIKO HIGASHI For For Management
1.5 Elect Director KEVIN J. KENNEDY For For Management
1.6 Elect Director GARY B. MOORE For For Management
1.7 Elect Director KIRAN M. PATEL For For Management
1.8 Elect Director ROBERT A. RANGO For For Management
1.9 Elect Director RICHARD P. WALLACE For For Management
1.10 Elect Director DAVID C. WANG For For Management
2 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JUNE 30, 2018. For For Management
3 APPROVAL ON A NON-BINDING, ADVISORY
BASIS OUR NAMED EXECUTIVE OFFICER
COMPENSATION. For For Management
4 APPROVAL ON A NON-BINDING, ADVISORY
BASIS OF THE FREQUENCY WITH WHICH
OUR STOCKHOLDERS VOTE ON OUR NAMED
EXECUTIVE OFFICER COMPENSATION. 1-Year 1-Year Management
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COMPANY: LAM RESEARCH CORPORATION
TICKER: LRCX
CUSIP: 512807108
MEETING
DATE: 11/8/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MARTIN B. ANSTICE For For Management
1.2 Elect Director ERIC K. BRANDT For For Management
1.3 Elect Director MICHAEL R. CANNON For For Management
1.4 Elect Director YOUSSEF A. EL-MANSY For For Management
1.5 Elect Director CHRISTINE A. HECKART For For Management
1.6 Elect Director YOUNG BUM (YB) KOH For For Management
1.7 Elect Director CATHERINE P. LEGO For For Management
1.8 Elect Director STEPHEN G. NEWBERRY For For Management
1.9 Elect Director ABHIJIT Y. TALWALKAR For For Management
1.10 Elect Director LIH SHYNG TSAI For For Management
2 ADVISORY VOTE TO APPROVE THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS OF LAM RESEARCH, OR "SAY ON
PAY." For For Management
3 ADVISORY VOTE TO APPROVE THE FREQUENCY
OF HOLDING FUTURE STOCKHOLDER ADVISORY
VOTES ON OUR NAMED EXECUTIVE OFFICER
COMPENSATION, OR "SAY ON FREQUENCY." 1-Year 1-Year Management
4 RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2018. For For Management
5 STOCKHOLDER PROPOSAL, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING,
REGARDING ANNUAL DISCLOSURE
OF EEO-1 DATA. Against Against Shareholder
==============================================================================
COMPANY: MICRON TECHNOLOGY, INC.
TICKER: MU
CUSIP: 595112103
MEETING
DATE: 1/17/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ROBERT L. BAILEY For For Management
1.2 Elect Director RICHARD M. BEYER For For Management
1.3 Elect Director PATRICK J. BYRNE For For Management
1.4 Elect Director MERCEDES JOHNSON For For Management
1.5 Elect Director SANJAY MEHROTRA For For Management
1.6 Elect Director LAWRENCE N. MONDRY For For Management
1.7 Elect Director ROBERT E. SWITZ For For Management
2 TO APPROVE OUR EMPLOYEE STOCK
PURCHASE PLAN WITH 33 MILLION
SHARES RESERVED FOR ISSUANCE
THEREUNDER. For For Management
3 TO APPROVE THE MATERIAL TERMS OF
THE PERFORMANCE GOALS UNDER OUR
EXECUTIVE OFFICER PERFORMANCE
INCENTIVE PLAN. For For Management
4 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING AUGUST 30, 2018. For For Management
5 TO APPROVE A NON-BINDING RESOLUTION
TO APPROVE EXEC COMPENSATION ...
(DUE TO SPACE LIMITS, SEE PROXY
STATEMENT FOR FULL PROPOSAL). For For Management 6 TO APPROVE, IN A NON-BINDING VOTE,
THE FREQUENCY (EVERY ONE, TWO OR
THREE YEARS) WITH WHICH OUR SHARE-
HOLDERS WILL BE ENTITLED TO HAVE AN
ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1-Year 1-Year Management
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COMPANY: MICROSOFT CORPORATION
TICKER: MSFT
CUSIP: 594918104
MEETING
DATE: 11/29/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director WILLIAM H. GATES III For For Management
1.2 Elect Director REID G. HOFFMAN For For Management
1.3 Elect Director HUGH F. JOHNSTON For For Management
1.4 Elect Director TERI L. LIST-STOLL For For Management
1.5 Elect Director SATYA NADELLA For For Management
1.6 Elect Director CHARLES H. NOSKI For For Management
1.7 Elect Director HELMUT PANKE For For Management
1.8 Elect Director SANDRA E. PETERSON For For Management
1.9 Elect Director PENNY S. PRITZKER For For Management
1.10 Elect Director CHARLES W. SCHARF For For Management
1.11 Elect Director ARNE M. SORENSON For For Management
1.12 Elect Director JOHN W. STANTON For For Management
1.13 Elect Director JOHN W. THOMPSON For For Management
1.14 Elect Director PADMASREE WARRIOR For For Management
2 ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION. For For Management
3 ADVISORY VOTE ON THE FREQUENCY
OF FUTURE ADVISORY VOTES TO APPROVE
EXECUTIVE COMPENSATION. 1-Year 1-Year Management
4 RATIFICATION OF DELOITTE & TOUCHE LLP
AS OUR INDEPENDENT AUDITOR FOR FISCAL
YEAR 2018. For For Management
5 APPROVAL OF MATERIAL TERMS OF THE
PERFORMANCE GOALS UNDER THE EXECUTIVE
INCENTIVE PLAN. For For Management
6 APPROVAL OF THE MICROSOFT CORPORATION
2017 STOCK PLAN. For For Management
==============================================================================
COMPANY: NETFLIX INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING
DATE: 6/6/18
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director RICHARD N. BARTON For For Management
1.2 Elect Director RODOLPHE BELMER For For Management
1.3 Elect Director BRADFORD L. SMITH For For Management
1.4 Elect Director ANNE M. SWEENEY For For Management
2 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2018. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
4 STOCKHOLDER PROPOSAL TO ALLOW
HOLDERS OF AN AGGREGATE OF 15% OF
OUTSTANDING COMMON STOCK TO CALL
SPECIAL SHAREHOLDER MEETING,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
5 STOCKHOLDER PROPOSAL REGARDING PROXY
ACCESS BYLAW FOR DIRECTOR NOMINEES BY
STOCKHOLDERS, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
6 STOCKHOLDER PROPOSAL REGARDING
CLAWBACK POLICY, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
7 STOCKHOLDER PROPOSAL REGARDING
SHAREHOLDER RIGHT TO ACT BY WRITTEN
CONSENT, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
8 STOCKHOLDER PROPOSAL REGARDING
SIMPLE MAJORITY VOTE, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
9 STOCKHOLDER PROPOSAL TO AMEND
SECTIONS 2.8 AND 3.3 OF THE BYLAWS
TO PROVIDE FOR THE ELECTION OF
DIRECTORS IN UNCONTESTED ELECTIONS
BY A MAJORITY VOTE OF SHARES VOTED,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
==============================================================================
COMPANY: NVIDIA CORPORATION
TICKER: NVDA
CUSIP: 67066G104
MEETING
DATE: 5/16/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ROBERT K. BURGESS For For Management
1.2 Elect Director TENCH COXE For For Management
1.3 Elect Director PERSIS S. DRELL For For Management
1.4 Elect Director JAMES C. GAITHER For For Management
1.5 Elect Director JEN-HSUN HUANG For For Management
1.6 Elect Director DAWN HUDSON For For Management
1.7 Elect Director HARVEY C. JONES For For Management
1.8 Elect Director MICHAEL G. MCCAFFERY For For Management
1.9 Elect Director MARK L. PERRY For For Management
1.10 Elect Director A. BROOKE SEAWELL ��For For Management
1.11 Elect Director MARK A. STEVENS For For Management
2 APPROVAL OF OUR EXECUTIVE COMPENSATION. For For Management
3 RATIFICATION OF SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2019. For For Management
4 APPROVAL OF AN AMENDMENT AND
RESTATEMENT OF OUR AMENDED AND
RESTATED 2007 EQUITY INCENTIVE PLAN. For For Management
5 APPROVAL OF AN AMENDMENT AND
RESTATEMENT OF OUR AMENDED AND
RESTATED 2012 EMPLOYEE STOCK
PURCHASE PLAN. For For Management
==============================================================================
COMPANY: ORACLE CORPORATION
TICKER: ORCL
CUSIP: 68389X105
MEETING
DATE: 11/15/17
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JEFFREY S. BERG For For Management
1.2 Elect Director MICHAEL J. BOSKIN For For Management
1.3 Elect Director SAFRA A. CATZ For For Management
1.4 Elect Director BRUCE R. CHIZEN For For Management
1.5 Elect Director GEORGE H. CONRADES For For Management
1.6 Elect Director LAWRENCE J. ELLISON For For Management
1.7 Elect Director HECTOR GARCIA-MOLINA For For Management
1.8 Elect Director JEFFREY O. HENLEY For For Management
1.9 Elect Director MARK V. HURD For For Management
1.10 Elect Director RENEE J. JAMES For For Management
1.11 Elect Director LEON E. PANETTA For For Management
1.12 Elect Director NAOMI O. SELIGMAN For For Management
2 ADVISORY VOTE TO APPROVE THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS. For For Management
3 ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON THE
COMPENSATION OF NAMED EXECUTIVE
OFFICERS. 1-Year 1-Year Management
4 APPROVAL OF THE ORACLE CORPORATION
AMENDED AND RESTATED 2000 LONG-TERM
EQUITY INCENTIVE PLAN. For For Management
5 RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2018. For For Management
6 STOCKHOLDER PROPOSAL REGARDING
POLITICAL CONTRIBUTIONS REPORT. Against Against Shareholder
7 STOCKHOLDER PROPOSAL REGARDING
PAY EQUITY REPORT. Against Against Shareholder
8 STOCKHOLDER PROPOSAL REGARDING
PROXY ACCESS REFORM. Against Against Shareholder
==============================================================================
COMPANY: PAYPAL HOLDINGS INC.
TICKER: PYPL
CUSIP: 70450Y103
MEETING
DATE: 5/23/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director RODNEY C. ADKINS For For Management
1.2 Elect Director WENCES CASARES For For Management
1.3 Elect Director JONATHAN CHRISTODORO For For Management
1.4 Elect Director JOHN J. DONAHOE For For Management
1.5 Elect Director DAVID W. DORMAN For For Management
1.6 Elect Director BELINDA J. JOHNSON For For Management
1.7 Elect Director GAIL J. MCGOVERN For For Management
1.8 Elect Director DAVID M. MOFFETT For For Management
1.9 Elect Director ANN M. SARNOFF For For Management
1.10 Elect Director DANIEL H. SCHULMAN For For Management
1.11 Elect Director FRANK D. YEARY For For Management
2 ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS. For For Management
3 APPROVAL OF THE PAYPAL
HOLDINGS, INC. AMENDED AND
RESTATED 2015 EQUITY INCENTIVE
AWARD PLAN. For For Management
4 APPROVAL OF THE PAYPAL
HOLDINGS, INC. AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE
PLAN. For For Management
5 RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT AUDITOR FOR 2018. For For Management
6 STOCKHOLDER PROPOSAL REGARDING
STOCKHOLDER PROXY ACCESS ENHANCEMENT. Against Against Shareholder
7 STOCKHOLDER PROPOSAL REGARDING
POLITICAL TRANSPARENCY. Against Against Shareholder
8 STOCKHOLDER PROPOSAL REGARDING
HUMAN AND INDIGENOUS PEOPLES'
RIGHTS. Against Against Shareholder
==============================================================================
COMPANY: QUALCOMM INC.
TICKER: QCOM
CUSIP: 747525103
MEETING
DATE: 3/6/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director BARBARA T. ALEXANDER Against Against Shareholder
1.2 Elect Director JEFFREY W. HENDERSON Against Against Shareholder
1.3 Elect Director THOMAS W. HORTON Against Against Shareholder
1.4 Elect Director PAUL E. JACOBS Against Against Shareholder
1.5 Elect Director ANN M. LIVERMORE Against Against Shareholder
1.6 Elect Director HARISH MANWANI Against Against Shareholder
1.7 Elect Director MARK D. MCLAUGHLIN Against Against Shareholder
1.8 Elect Director STEVE MOLLENKOPF Against Against Shareholder
1.9 Elect Director CLARK T. RANDT, JR. Against Against Shareholder
1.10 Elect Director FRANCISCO ROS Against Against Shareholder
1.11 Elect Director ANTHONY J. VINCIQUERRA Against Against Shareholder
2 TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS. For For Management
3 TO APPROVE, ON AN ADVISORY BASIS,
OUR EXECUTIVE COMPENSATION. For For Management
4 TO APPROVE AN AMENDMENT TO THE
AMENDED AND RESTATED QUALCOMM
INCORPORATED 2001 EMPLOYEE STOCK
PURCHASE PLAN, AS AMENDED, TO
INCREASE THE SHARE RESERVE BY
30,000,000 SHARES. For For Management
5 TO APPROVE AN AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO
ELIMINATE CERTAIN SUPERMAJORITY
VOTING PROVISIONS RELATING TO
REMOVAL OF DIRECTORS. Against Against Shareholder
6 TO APPROVE AN AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION, AS AMENDED,
TO ELIMINATE CERTAIN SUPERMAJORITY
VOTING PROVISIONS RELATING TO
AMENDMENTS AND OBSOLETE PROVISIONS. Against Against Shareholder
7 TO APPROVE AN AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION, AS AMENDED,
TO ELIMINATE PROVISIONS REQUIRING
A SUPERMAJORITY VOTE FOR CERTAIN
TRANSACTIONS WITH INTERESTED
STOCKHOLDERS. Against Against Shareholder
8 TO VOTE ON A STOCKHOLDER PROPOSAL
TO UNDO AMENDMENTS TO THE COMPANY'S
AMENDED AND RESTATED BYLAWS ADOPTED
WITHOUT STOCKHOLDER APPROVAL. For For Management
==============================================================================
COMPANY: QUALCOMM INC.
TICKER: QCOM
CUSIP: 747525103
MEETING
DATE: 3/23/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Samih Elhage For For Management
1.2 Elect Director Raul J. Fernandez For For Management
1.3 Elect Director Michael S. Geltzeiler For For Management
1.4 Elect Director Stephen J. Girsky For For Management
1.5 Elect Director David G. Golden For For Management
1.6 Elect Director Veronica M. Hagen For For Management
1.7 Elect Director Julie A. Hill For For Management
1.8 Elect Director John H. Kispert For For Management
1.9 Elect Director Gregorio Reyes For For Management
1.10 Elect Director Thomas S. Volpe For For Management
1.11 Elect Director Harry L. You For For Management
2 TO APPROVE BROADCOM'S PROPOSAL TO
AMEND QUALCOMM'S BYLAWS TO UNDO ANY
AMENDMENT TO THE BYLAWS ADOPTED WITHOUT
STOCKHOLDER APPROVAL UP TO AND INCLUDING
THE DATE OF THE ANNUAL MEETING THAT
CHANGES THE BYLAWS IN ANY WAY FROM THE
VERSION THAT WAS PUBLICLY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 15, 2016. For For Management
3 TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
QUALCOMM'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2018. For For Management
4 TO APPROVE, ON A ADVISORY BASIS,
COMPENSATION PAID TO QUALCOMM'S
NAMED EXECUTIVE OFFICERS. For For Management
5 TO APPROVE AN AMENDMENT TO
QUALCOMM'S 2001 EMPLOYEE STOCK
PURCHASE PLAN. For For Management
6 TO APPROVE AN AMENDMENT TO
QUALCOMM'S RESTATED CERTIFICATE
OF INCORPORATION, AS AMENDED
(THE "CERTIFICATE OF INCORPORATION")
TO ELIMINATE CERTAIN SUPERMAJORITY
PROVISIONS RELATING TO REMOVAL
OF DIRECTORS. For For Management
7 TO APPROVE AN AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO
ELIMINATE CERTAIN SUPERMAJORITY
PROVISIONS RELATING TO AMENDMENTS
AND OBSOLETE PROVISIONS. For For Management
8 TO APPROVE AN AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO
ELIMINATE PROVISIONS REQUIRING A
SUPERMAJORITY VOTE FOR CERTAIN
TRANSACTIONS WITH INTERESTED
STOCKHOLDERS. For For Management
==============================================================================
COMPANY: SALESFORCE.COM INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 6/12/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director MARC BENIOFF For For Management
1.2 Elect Director KEITH BLOCK For For Management
1.3 Elect Director CRAIG CONWAY For For Management
1.4 Elect Director ALAN HASSENFELD For For Management
1.5 Elect Director NEELIE KROES For For Management
1.6 Elect Director COLIN POWELL For For Management
1.7 Elect Director SANFORD ROBERTSON For For Management
1.8 Elect Director JOHN V. ROOS For For Management
1.9 Elect Director BERNARD TYSON For For Management
1.10 Elect Director ROBIN WASHINGTON For For Management
1.11 Elect Director MAYNARD WEBB For For Management
1.12 Elect Director SUSAN WOJCICKI For For Management
2 AMENDMENT AND RESTATEMENT OF OUR
CERTIFICATE OF INCORPORATION TO
ALLOW STOCKHOLDERS TO REQUEST
SPECIAL MEETINGS OF THE STOCKHOLDERS. For For Management
3 AMENDMENT AND RESTATEMENT OF OUR
2013 EQUITY INCENTIVE PLAN TO, AMONG
OTHER THINGS, INCREASE THE NUMBER
OF SHARES AUTHORIZED FOR ISSUANCE
BY 40 MILLION SHARES. For For Management
4 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING
JANUARY 31, 2019. For For Management
5 AN ADVISORY VOTE TO APPROVE THE
FISCAL 2018 COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS. For For Management
6 A STOCKHOLDER PROPOSAL REQUESTING
THE ELIMINATION OF SUPERMAJORITY
VOTING REQUIREMENTS. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REQUESTING
A REPORT ON SALESFORCE'S CRITERIA
FOR INVESTING IN, OPERATING IN AND
WITHDRAWING FROM HIGH-RISK REGIONS. Against Against Shareholder
==============================================================================
COMPANY: SERVICENOW INC.
TICKER: NOW
CUSIP: 81762P102
MEETING
DATE: 6/19/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director SUSAN L. BOSTROM For For Management
1.2 Elect Director JONATHAN C. CHADWICK For For Management
1.3 Elect Director FREDERIC B. LUDDY For For Management
1.4 Elect Director JEFFREY A. MILLER For For Management
2 TO APPROVE, ON AN ADVISORY BASIS,
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS. For For Management
3 RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2018. For For Management
4 TO AMEND OUR 2012 EQUITY INCENTIVE
PLAN TO INCLUDE A LIMIT ON
NON-EMPLOYEE DIRECTOR COMPENSATION. For For Management
==============================================================================
COMPANY: SQUARE, INC.
TICKER: SQ
CUSIP: 852234103
MEETING
DATE: 6/19/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director RANDY GARUTTI For For Management
1.2 Elect Director MARY MEEKER For For Management
1.3 Elect Director NAVEEN RAO For For Management
1.4 Elect Director LAWRENCE SUMMERS For For Management
2 ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS. For For Management
3 RATIFICATION OF APPOINTMENT OF
KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM FOR OUR FISCAL YEAR ENDING
DECEMBER 31, 2018. For For Management
==============================================================================
COMPANY: TESLA INC.
TICKER: TSLA
CUSIP: 88160R101
MEETING
DATE: 3/21/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1 TO APPROVE THE GRANT OF A
PERFORMANCE-BASED STOCK OPTION
AWARD TO ELON MUSK. For Against Shareholder
==============================================================================
COMPANY: TESLA INC.
TICKER: TSLA
CUSIP: 88160R101
MEETING
DATE: 6/5/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ANTONIO GRACIAS For For Management
1.2 Elect Director JAMES MURDOCH For For Management
1.3 Elect Director KIMBAL MUSK For For Management
2 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS TESLA'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2018. For For Management
3 A STOCKHOLDER PROPOSAL TO REQUIRE
THAT THE CHAIR OF THE BOARD OF
DIRECTORS BE AN INDEPENDENT DIRECTOR. Against Against Shareholder
4 A stockholder proposal regarding
proxy access. Against Against Shareholder
==============================================================================
COMPANY: TWITTER INC.
TICKER: TWTR
CUSIP: 90184L102
MEETING
DATE: 5/30/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director MARTHA LANE FOX For For Management
1.2 Elect Director DAVID ROSENBLATT For For Management
1.3 Elect Director EVAN WILLIAMS For For Management
1.4 Elect Director DEBRA LEE For For Management
2 TO APPROVE, ON AN ADVISORY BASIS,
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS. For For Management
3 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2018. For For Management
4 A STOCKHOLDER PROPOSAL REGARDING
THE FORMATION OF A PUBLIC POLICY
COMMITTEE OF THE BOARD OF DIRECTORS. Against Against Shareholder
5 A STOCKHOLDER PROPOSAL REGARDING
A REPORT ON OUR CONTENT ENFORCEMENT
POLICIES. Against Against Shareholder
==============================================================================
COMPANY: WORKDAY INC.
TICKER: WDAY
CUSIP: 98138H101
MEETING
DATE: 6/20/18
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ANEEL BHUSRI For For Management
1.2 Elect Director DAVID A. DUFFIELD For For Management
1.3 Elect Director LEE J. STYSLINGER, III For For Management
2 TO RATIFY THE APPOINTMENT OF
ERNST & YOUNG LLP AS WORKDAY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JANUARY 31, 2019. For For Management
3 ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION. For For Management
4 APPROVE LIMITS ON AWARDS TO
NON-EMPLOYEE DIRECTORS UNDER
THE 2012 EQUITY INCENTIVE PLAN. For For Management
==============================================================================
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.
The Berkshire Funds
-------------------
/s/ Malcolm R. Fobes III
------------------------
Malcolm R. Fobes III
President
August 30, 2018
---------------
