As filed with the Securities and Exchange Commission on August 31, 2011
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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, 2010 - June 30, 2011
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
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COMPANY: 51JOB, INC.
TICKER: JOBS
CUSIP: 316827104
MEETING DATE: 12/15/10
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director David K. Chao For For Management
1.2 Elect Director Hiroyki Honda For For Management
1.3 Elect Director James Jianzhang For For Management
1.4 Elect Director Donald L. Lucas For For Management
1.5 Elect Director Rick Yan For For Management
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COMPANY: ACME PACKET, INC.
TICKER: APKT
CUSIP: 004764106
MEETING DATE: 5/5/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Gary J. Bowen For For Management
1.2 Elect Director Robert C. Hower For For Management
2 Approve an advisory proposal regarding
ACME Packet's 2010 executive compensation. 1 Year 1 Year Management
3 Approve an advisory proposal regarding
the frequency of ACME Packet's advisory
proposal on its executive compensation. For For Management
4 Approve and adopt ACME Packet's 2011
Employee Stock Purchase Plan. For For Management
5 Ratify Ernst & Young LLP as Auditors. For For Management
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COMPANY: ALTERA CORP.
TICKER: ALTR
CUSIP: 021441100
MEETING DATE: 5/10/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director John P. Daane For For Management
1.2 Elect Director Robert J. Finocchio, Jr. For For Management
1.3 Elect Director Kevin McGarity For For Management
1.4 Elect Director T. Michael Nevens For For Management
1.5 Elect Director Krish A. Prabhu For For Management
1.6 Elect Director John Shoemaker For For Management
1.7 Elect Director Susan Wang For For Management
2 To approve an Amendment to the 2005
Equity Incentive Plan to increase
by 10,000,000 the number of shares of
common stock reserved for issuance under
the Plan. For For Management
3 To approve an Amendment to the 1987
Employee Stock Purchase Plan to increase
by 1,000,000 the number of shares of
common stock reserved for issuance under
the Plan. For For Management
4 To approve an Amendment to our Amended
and Restated Certificate of Incorporation
to eliminate supermajority voting. For For Management
5 To approve an Amendment to our Amended
and Restated Certificate of Incorporation
to add a forum selection clause. For For Management
6 To approve an Amendment to our By-Laws
to provide that stockholders holding over
20% of our shares may call a special
meeting of stockholders For For Management
7 To approve, by non-binding vote,
executive compensation. For For Management
8 To recommend, by non-binding vote, the
frequency of executive compensation
votes. 1 Year 1 Year Management
9 Ratify Pricewaterhousecoopers Auditors. For For Management
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COMPANY: ARM HOLDINGS PLC
TICKER: ARMH
CUSIP: 042068106
MEETING DATE: 5/12/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1 To receive the Annual Report and accounts
for the financial year ended 31 December
2010. For For Management
2 To declare a final dividend. For For Management
3 To approve the Directors' Remuneration
Report. For For Management
4.1 Elect Director Larry Hirst For For Management
4.2 Elect Director Janice Roberts For For Management
4.3 Elect Director Andy Green For For Management
4.4 Elect Director Doug Dunn For For Management
4.5 Elect Director Warren East For For Management
4.6 Elect Director Tudor Brown For For Management
4.7 Elect Director Mike Inglis For For Management
4.8 Elect Director Mike Muller For For Management
4.9 Elect Director Kathleen O'Donovan For For Management
4.10 Elect Director Philip Rowley For For Management
4.11 Elect Director Tim Score For For Management
4.12 Elect Director Simon Segars For For Management
4.13 Elect Director Young Sohn For For Management
5 Ratify Pricewaterhousecoopers Auditors. For For Management
6 To authorize the Directors to fix the
remuneration of the Auditors. For For Management
7 To grant the Directors authority to
allot shares. For For Management
8 To disapply pre-emption rights. For For Management
9 To authorize the Company to make
market purchases of its own shares. For For Management
10 To authorize the Company to hold
general meetings on 14 days' notice. For For Management
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COMPANY: ATMEL CORP.
TICKER: ATML
CUSIP: 049513104
MEETING DATE: 5/18/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Steven Laub For For Management
1.2 Elect Director Tsung-Ching Wu For For Management
1.3 Elect Director David Sugishita For For Management
1.4 Elect Director Papken Der Torossian For For Management
1.5 Elect Director Jack L. Saltich For For Management
1.6 Elect Director Charles Carinalli For For Management
1.7 Elect Director Dr. Edward Ross For For Management
2 To approve an Amendment and Restatement
of our 2005 Stock Plan. For For Management
3 To approve an Amendment to the 1987
Employee Stock Purchase Plan to increase
by 1,000,000 the number of shares of
common stock reserved for issuance under
the Plan. For For Management
4 Ratify Pricewaterhousecoopers Auditors. For For Management
5 To approve, in an advisory vote, our
Executive Compensation Plan. For For Management
6 To determine, in an advisory vote, the
frequency of holding future advisory
votes on Executive Compensation. 3 Years 3 Years Management
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COMPANY: BANK OF AMERICA CORP.
TICKER: BAC
CUSIP: 060505104
MEETING DATE: 5/11/10
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Mukesh D. Ambani For For Management
1.2 Elect Director Susan S. Bies For For Management
1.3 Elect Director Frank P. Bramble, Sr. For For Management
1.4 Elect Director Virgis W. Colbert For For Management
1.5 Elect Director Charles K. Gifford For For Management
1.6 Elect Director Charles O. Holliday, Jr. For For Management
1.7 Elect Director D. Paul Jones, Jr. For For Management
1.8 Elect Director Monica C. Lozano For For Management
1.9 Elect Director Thomas J. May For For Management
1.10 Elect Director Brian T. Moynihan For For Management
1.11 Elect Director Donald E. Powell For For Management
1.12 Elect Director Charles O. Rossotti For For Management
1.13 Elect Director Robert W. Scully For For Management
2 An advisory (non-binding) "say on pay"
vote to approve executive compensation. For For Management
3 An advisory (non-binding) vote on the
frequency of future advisory "say on pay"
votes. 1 Year 1 Year Management
4 Ratification of the Registered
Independent Public Accounting firm for
2011. For For Management
5 Stockholder proposal - Disclosure of
government employment. Against Against Shareholder
6 Stockholder proposal - Stockholder
action by written consent. Against Against Shareholder
7 Stockholder proposal - Mortgage
servicing operations. Against Against Shareholder
8 Stockholder proposal - Grassroots
lobbying. Against Against Shareholder
9 Stockholder proposal - OTC derivatives
trading. Against Against Shareholder
10 Stockholder proposal - Cumulative voting
in contested elections. Against Against Shareholder
11 Stockholder proposal - Recoupment of
incentive compensation. Against Against Shareholder
12 Stockholder proposal - Prohibition of
certain relocation benefits. Against Against Shareholder
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COMPANY: BROADCOM CORP.
TICKER: BRCM
CUSIP: 111320107
MEETING DATE: 5/5/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Nancy H. Handel For For Management
1.2 Elect Director Eddy W. Hartenstein For For Management
1.3 Elect Director Maria Klawe, Ph.D. For For Management
1.4 Elect Director John E. Major For For Management
1.5 Elect Director Scott A. McGregor For For Management
1.6 Elect Director William T. Morrow For For Management
1.7 Elect Director Henry Samueli, Ph.D. For For Management
1.8 Elect Director John A.C. Swainson For For Management
1.9 Elect Director Robert E. Switz For For Management
2 To approve the compensation of the
Company's named executive officers
in the Proxy Statement. For For Management
3 To recommend conducting an advisory vote
on executive compensation every one, two
or three years. 3 Years 3 Years Management
4 Ratify KPMG LLP as Auditors. For For Management
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COMPANY: CHIPOTLE MEXICAN GRILL, INC.
TICKER: CMG
CUSIP: 169656105
MEETING DATE: 3/25/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director John S. Charlesworth For For Management
1.2 Elect Director Montgomery F. Moran For For Management
2 Approval of the Chipotle Mexican Grill,
Inc. 2011 Stock Incentive Plan. For For Management
3 Approval of the Chipotle Mexican Grill,
Inc. Employee Stock Purchase Plan. For For Management
4 An advisory vote on the compensation of
our executive officers as disclosed in
the proxy statement. For For Management
5 An advisory vote on the frequency of
say-on-pay votes. 3 Years 3 Years Management
6 Ratify Ernst & Young LLP as Auditors. For For Management
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COMPANY: CIENA CORP.
TICKER: CIEN
CUSIP: 171779309
MEETING DATE: 3/23/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Harvey B. Cash For For Management
1.2 Elect Director Judith M. O'Brien For For Management
1.3 Elect Director Gary B. Smith For For Management
2 Approval of an increase in the number of
shares of our common stock that may be
issued upon conversion of our outstanding
4.0% convertible senior notes due 2015. For For Management
3 Ratify Pricewaterhousecoopers Auditors. For For Management
4 Advisory vote on our executive
compensation, as described in these Proxy
materials. For For Management
5 Advisory vote on the frequency of
stockholder advisory votes on our
executive compensation in the future. 3 Years 3 Years Management
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COMPANY: CITIGROUP INC.
TICKER: C
CUSIP: 172967101
MEETING DATE: 4/21/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Alain J.P. Belda For For Management
1.2 Elect Director Timothy C. Collins For For Management
1.3 Elect Director Jerry A. Grundhofer For For Management
1.4 Elect Director Robert L. Joss For For Management
1.5 Elect Director Michael E. O'Neill For For Management
1.6 Elect Director Vikram S. Pandit For For Management
1.7 Elect Director Richard D. Parsons For For Management
1.8 Elect Director Lawrence R. Ricciardi For For Management
1.9 Elect Director Judith Rodin For For Management
1.10 Elect Director Robert L. Ryan For For Management
1.11 Elect Director Anthony M. Santomero For For Management
1.12 Elect Director Diana L. Taylor For For Management
1.13 Elect Director William S. Thompson, Jr. For For Management
1.14 Elect Director Ernesto Zedillo For For Management
2 Ratify KPMG LLP as Auditors. For For Management
3 Proposal to approve an Amendment to the
Citigroup 2009 Stock Incentive Plan. For For Management
4 Approval of Citi's 2011 Executive
Performance Plan. For For Management
5 Advisory vote on Citi's 2010 executive
compensation. For For Management
6 Advisory vote on the frequency of future
advisory votes on executive compensation. 1 Year 1 Year Management
7 Proposal to approve the reverse stock
split extension. For For Management
8 Stockholder proposal regarding political
non-partisanship. Against Against Shareholder
9 Stockholder proposal requesting a report
on political contributions. Against Against Shareholder
10 Stockholder proposal requesting a report
on restoring trust and confidence in the
financial system. Against Against Shareholder
11 Stockholder proposal requesting that
stockholders holding 15% or above have the
right to call special stockholder
meetings. Against Against Shareholder
12 Stockholder proposal requesting that the
Audit Committee conduct an independent
review and report on controls related to
loans, foreclosures, and securitizations. Against Against Shareholder
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COMPANY: CISCO SYSTEMS, INC.
TICKER: CSCO
CUSIP: 17275R102
MEETING DATE: 9/20/10
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Carol A. Bartz For For Management
1.2 Elect Director M. Michele Burns For For Management
1.3 Elect Director Michael D. Capellas For For Management
1.4 Elect Director Larry R. Carter For For Management
1.5 Elect Director John T. Chambers For For Management
1.6 Elect Director Brian L. Halla For For Management
1.7 Elect Director Dr. John L. Hennessy For For Management
1.8 Elect Director Richard M. Kovacevich For For Management
1.9 Elect Director Roderick C. McGeary For For Management
1.10 Elect Director Michael K. Powell For For Management
1.11 Elect Director Arun Sarin For For Management
1.12 Elect Director Steven M. West For For Management
1.13 Elect Director Jerry Yang For For Management
2 To approve a non-binding advisory
resolution regarding executive
compensation. For For Management
3 Ratify Pricewaterhousecoopers Auditors. For For Management
4 Proposal submitted by a shareholder
to amend the Company's bylaws to
establish a Board Committee on
environmental sustainability. Against Against Shareholder
5 Proposal submitted by shareholders
requesting the Board to publish a
report to shareholders, within six
months, providing a summarized listing
and assessment of concrete steps Cisco
could reasonably take to reduce the
likelihood that its business practices
might enable or encourage the violation
of human rights, as set forth in the
accompanying Proxy Statement. Against Against Shareholder
6 Proposal submitted by a shareholder
requesting Cisco adopt and implement a
policy restricting certain sales to
China, adopt a related oversight and
compliance system with respect to human
rights impacts and provide public
disclosure of Cisco's sales to China
and certain other governments,
as set forth in the accompanying Proxy
Statement. Against Against Shareholder
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COMPANY: COGNIZANT TECHNOLOGY SOLUTIONS CORP.
TICKER: CTSH
CUSIP: 192446102
MEETING DATE: 6/2/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Robert W. Howe For For Management
1.2 Elect Director Robert E. Weissman For For Management
2 Approval of the compensation of our named
executive officers, disclosed pursuant to
Item 402 of Regulation S-K. For For Management
3 Advisory vote on the frequency of the
advisory vote on executive compensation. 3 Years 3 Years Management
4 To amend our Restated Certificate of
Incorporation, as amended to increase the
maximum number of authorized shares of
capital stock, all as more fully described
in the Proxy Statement. For For Management
5 To amend our Certificate of Incorporation
to reduce certain supermajority voting
thresholds from 80% of the voting power
of all then outstanding shares of capital
stock to 66 2/3% of the voting power of
all then outstanding shares of capital
stock. For For Management
6 To amend the amendment our Amended and
Restated By-laws, as amended, to reduce
certain supermajority voting thresholds
from 80% of the voting power of all then
outstanding shares of capital stock to
66 2/3% of the voting power of all then
outstanding shares of capital stock. For For Management
7 Ratify Pricewaterhousecoopers Auditors. For For Management
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COMPANY: EMC CORP.
TICKER: EMC
CUSIP: 268648102
MEETING DATE: 5/4/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Michael W. Brown For For Management
1.2 Elect Director Randolph L. Cowen For For Management
1.3 Elect Director Michael J. Cronin For For Management
1.4 Elect Director Gail Deegan For For Management
1.6 Elect Director James S. Distasio For For Management
1.5 Elect Director John R. Egan For For Management
1.7 Elect Director Edmund F. Kelly For For Management
1.8 Elect Director Windle B. Priem For For Management
1.9 Elect Director Paul Sagan For For Management
1.10 Elect Director David N. Strohm For For Management
1.11 Elect Director Joseph M. Tucci For For Management
2 Ratify Pricewaterhousecoopers Auditors. For For Management
3 Approval of the EMC Corporation Amended
and Restated 2003 Stock Plan, as described
in EMC's Proxy Statement. For For Management
4 Approval of an Amendment to EMC's Bylaws
to reduce the percentage of shares
required for shareholders to call a
special meeting of shareholders as
described in EMC's Proxy Statement. For For Management
5 Advisory vote on executive compensation,
as described in EMC's Proxy Statement. For For Management
6 Advisory vote on the frequency of future
advisory votes on executive compensation,
as described in EMC's Proxy Statement. 1 Year 1 Year Management
==============================================================================
COMPANY: F5 NETWORKS, INC.
TICKER: FFIV
CUSIP: 315616102
MEETING DATE: 3/14/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director John Chapple For For Management
1.2 Elect Director A. Gary Ames For For Management
1.3 Elect Director Scott Thompson For For Management
2 Ratify Pricewaterhousecoopers Auditors. For For Management
3 To approve an advisory vote on
compensation of our named executive
officers. For For Management
4 To recommend an advisory vote on the
frequency of the advisory vote on
compensation of our named executive
officers. 1 Year 1 Year Management
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COMPANY: THE GOLDMAN SACHS GROUP, INC.
TICKER: GS
CUSIP: 38141G104
MEETING DATE: 3/7/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Lloyd C. Blankfein For For Management
1.2 Elect Director John H. Bryan For For Management
1.3 Elect Director Gary D. Cohn For For Management
1.4 Elect Director Claes Dahlback For For Management
1.5 Elect Director Stephen Friedman For For Management
1.6 Elect Director William W. George For For Management
1.7 Elect Director James A. Johnson For For Management
1.8 Elect Director Lois D. Jullber For For Management
1.9 Elect Director Lakshmi N. Mittal For For Management
1.10 Elect Director James J. Schiro For For Management
2 Advisory vote on executive compensation
matters (say on pay). For For Management
3 Advisory vote on frequency of say on pay. For For Management
4 Ratify Pricewaterhousecoopers Auditors. For For Management
5 Shareholder proposal regarding cumulative
voting. Against Against Shareholder
6 Shareholder proposal regarding special
shareholder meetings. Against Against Shareholder
7 Shareholder proposal regarding executive
compensation and long-term performance. Against Against Shareholder
8 Shareholder proposal regarding a report
on senior executive compensation. Against Against Shareholder
9 Shareholder proposal regarding a report
on climate change risk disclosure. Against Against Shareholder
10 Shareholder proposal regarding a report
on political contributions. Against Against Shareholder
==============================================================================
COMPANY: GOOGLE, INC.
TICKER: GOOG
CUSIP: 38259P508
MEETING DATE: 5/13/10
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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 John L. Hennessy For For Management
1.6 Elect Director Ann Mather For For Management
1.7 Elect Director Paul S. Otellini For For Management
1.8 Elect Director K. Ram Shriram For For Management
1.9 Elect Director Shirley M. Tilghman For For Management
2 Ratify Ernst & Young LLP as Auditors. For For Management
3 To approve an amendment to Google's 2004
Stock Plan to increase the number of
authorized shares of Class A common
stock issuable under the plan by
1,500,000. For For Management
4 The approval of 2010 compensation
awarded to named executive officers. For For Management
5 To determine the frequency of future
stockholder advisory votes regarding
compensation awarded to named executive
officers. 3 Years 3 Years Management
6 A stockholder proposal regarding the
formation of a board committee on
sustainability, if properly
presented at the meeting. Against Against Shareholder
7 A stockholder proposal regarding the
adoption of a simple majority voting
standard for stockholder matters, if
properly presented at the meeting. Against Against Shareholder
8 A stockholder proposal regarding a
conflict of interest and code of conduct
compliance report, if properly presented
at the meeting. Against Against Shareholder
==============================================================================
COMPANY: INFORMATICA CORP.
TICKER: INFA
CUSIP: 45666Q102
MEETING DATE: 5/26/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director Mark A. Bertelsen For For Management
1.2 Elect Director A. Brooke Seawell For For Management
1.3 Elect Director Godfrey R. Sullivan For For Management
2 To approve amendments to Informatica's
2009 Equity Incentive Plan to (i) increase
the number of shares of Informatica's
common stock reserved for issuance
thereunder by 2,500,000 shares and
(ii) increase the ratio by which full
value awards count against the share
reserve to 2.37. For For Management
3 Ratify Ernst & Young LLP as Auditors. For For Management
4 Advisory vote on executive compensation. For For Management
5 Advisory vote on the frequency of future
advisory votes on executive compensation. 1 Year 1 Year Management
==============================================================================
COMPANY: INTUIT, INC.
TICKER: INTU
CUSIP: 461202103
MEETING DATE: 1/19/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director David H. Batchelder For For Management
1.2 Elect Director Christopher W. Brody For For Management
1.3 Elect Director William V. Campbell For For Management
1.4 Elect Director Scott D. Cook For For Management
1.5 Elect Director Diane B. Greene For For Management
1.6 Elect Director Michael R. Hallman For For Management
1.7 Elect Director Edward A. Kangas For For Management
1.8 Elect Director Suzanne Nora Johnson For For Management
1.9 Elect Director Dennis D. Powell For For Management
1.10 Elect Director Brad D. Smith For For Management
2 Ratify Ernst & Young LLP as Auditors. For For Management
3 Approve the Amended and Restated 2005
Equity Incentive Plan. For For Management
4 Approve a non-binding advisory resolution
regarding executive compensation. For For Management
==============================================================================
COMPANY: MARVELL TECHNOLOGY GROUP LTD.
TICKER: MRVL
CUSIP: G5876H105
MEETING DATE: 7/8/10
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Dr. Ta-Lin Hsu For For Management
1.2 Elect Director Dr. John G. Kassakian For For Management
2 To approve amendment to By-Law 12 of the
Company's By-Laws. For For Management
3 To approve amendment to By-Law 44 of the
Company's By-Laws. For For Management
4 To approve the executive performance
incentive plan. For For Management
5 To approve amendment to amended and
restated 1995 Stock Option Plan. For For Management
6 Ratify Pricewaterhousecoopers Auditors. For For Management
==============================================================================
COMPANY: MICROSOFT CORP.
TICKER: MSFT
CUSIP: 594918104
MEETING DATE: 11/16/10
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Steven A. Ballmer For For Management
1.2 Elect Director Dina Dublon For For Management
1.3 Elect Director William H. Gates III For For Management
1.4 Elect Director Raymond V. Gilmartin For For Management
1.5 Elect Director Reed Hastings For For Management
1.6 Elect Director Maria Klawe For For Management
1.7 Elect Director David F. Marquardt For For Management
1.8 Elect Director Charles H. Noski For For Management
1.9 Elect Director Helmut Panke For For Management
2 Ratify Deloitte & Touche LLP Auditors. For For Management
3 Shareholder proposal - Establishment of
Board Committee on environmental
sustainability. Against Against Shareholder
==============================================================================
COMPANY: NETAPP, INC.
TICKER: NTAP
CUSIP: 64110D104
MEETING DATE: 8/31/10
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Jeffry R. Allen For For Management
1.2 Elect Director Alan L. Earhart For For Management
1.3 Elect Director Thomas Georgens For For Management
1.4 Elect Director Gerald Held For For Management
1.5 Elect Director Nicholas G. Moore For For Management
1.6 Elect Director T. Michael Nevens For For Management
1.7 Elect Director George T. Shaheen For For Management
1.8 Elect Director Robert T. Wall For For Management
1.9 Elect Director Daniel J. Warmenhoven For For Management
2 To approve an amendment to the 1999 Stock
Option Plan (the "1999 Plan") to increase
the share reserve by an additional
7,000,000 shares of common stock. For For Management
3 To approve an amendment to the Company's
Employee Stock Purchase Plan ("Purchase
Plan") to increase the share reserve by
an additional 5,000,000 shares of common
stock, to clarify the discretion of the
Purchase Plan administrator to determine
eligibility requirements, and to remove
its fixed-term expiration date. For For Management
4 Ratify Deloitte & Touche LLP as Auditors. For For Management
==============================================================================
COMPANY: NETFLIX, INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING DATE: 6/3/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Reed Hastings For For Management
1.2 Elect Director Jay C. Hoag For For Management
1.3 Elect Director A. George (Skip) Battle For For Management
2 Ratify KMPG LLP Auditors. For For Management
3 To approve our 2011 Stock Plan. For For Management
4 To receive a non binding advisory vote on
executive officer compensation. For For Management
5 To receive, by non-binding vote, the
frequency of executive compensation votes. 1 Year 1 Year Management
6 Consideration of a stockholder proposal if
properly brought before the meeting
regarding majority voting. Against Against Shareholder
==============================================================================
COMPANY: NVIDIA CORP.
TICKER: NVDA
CUSIP: 67066G104
MEETING DATE: 5/18/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Harvey C. Jones For For Management
1.2 Elect Director William J. Miller For For Management
2 To amend our Certificate of Incorporation
to declassify the Board of Directors such
that all Directors are elected on annual
basis by 2014. For For Management
3 An advisory vote on executive
compensation. For For Management
4 An advisory vote on the frequency of
holding an advisory vote on executive
compensation. For For Management
5 Ratify Pricewaterhousecoopers Auditors. For For Management
==============================================================================
COMPANY: OMNIVISION TECHNOLOGIES, INC.
TICKER: OVTI
CUSIP: 682128103
MEETING DATE: 9/23/10
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Shaw Hong For For Management
2 Ratify Pricewaterhousecoopers Auditors. For For Management
==============================================================================
COMPANY: QUALCOMM, INC.
TICKER: QCOM
CUSIP: 747525103
MEETING DATE: 3/8/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Barbara T. Alexander For For Management
1.2 Elect Director Steven M. Bennett For For Management
1.3 Elect Director Donald G. Cruickshank For For Management
1.4 Elect Director Raymond V. Dittamore For For Management
1.5 Elect Director Thomas W. Horton For For Management
1.6 Elect Director Irwin Mark Jacobs For For Management
1.7 Elect Director Paul E. Jacobs For For Management
1.8 Elect Director Robert E. Kahn For For Management
1.9 Elect Director Sherry Lansing For For Management
1.10 Elect Director Duane A. Nelles For For Management
1.11 Elect Director Francisco Ros For For Management
1.12 Elect Director Brent Scowcroft For For Management
1.13 Elect Director Marc I. Stern For For Management
2 To approve the 2006 Long-Term Incentive
Plan, as amended, which includes an
increase in the share reserve by
65,000,000 shares. For For Management
3 To approve an amendment to the 2001
Employee Stock Purchase Plan to increase
the share reserve by 22,000,000 shares. For For Management
4 Ratify Pricewaterhousecoopers Auditors. For For Management
5 To hold an advisory vote on executive
compensation. For For Management
6 To hold an advisory vote on the frequency
of future advisory votes on executive
compensation. 3 Years 3 Years Management
7 To act on a stockholder proposal, if
properly presented at the Annual Meeting. Against Against Shareholder
==============================================================================
COMPANY: RESEARCH IN MOTION LTD.
TICKER: RIMM
CUSIP: 760975102
MEETING DATE: 7/13/10
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director James L. Balsillie For For Management
1.2 Elect Director Mike Lazaridis For For Management
1.3 Elect Director James Estill For For Management
1.4 Elect Director David Kerr For For Management
1.5 Elect Director Roger Martin For For Management
1.6 Elect Director John Richardson For For Management
1.7 Elect Director Barbara Stymiest For For Management
1.8 Elect Director Antonio Viana-Baptista For For Management
1.9 Elect Director John Wetmore For For Management
2 Ratify Ernst & Young LLP as Auditors. For For Management
==============================================================================
COMPANY: RIVERBED TECHNOLOGY, INC.
TICKER: RVBD
CUSIP: 768573107
MEETING DATE: 6/1/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Michael R. Kourey For For Management
1.2 Elect Director Mark S. Lewis For For Management
1.3 Elect Director Steven McCanne, Ph.D. For For Management
2 Ratify Ernst & Young LLP as Auditors. For For Management
3 To approve, on a non-binding advisory
basis, the compensation of our named
executive officers as described in the
Proxy Statement. For For Management
4 To recommend, on a non-binding advisory
basis, the frequency of future advisory
votes on executive compensation. 3 Years 3 Years Management
==============================================================================
COMPANY: SALESFORCE.COM, INC.
TICKER: CRM
CUSIP: 79466L302
MEETING DATE: 6/9/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director Marc Benioff For For Management
1.2 Elect Director Craig Conway For For Management
1.3 Elect Director Alan Hassenfeld For For Management
2 Ratify Ernst & Young LLP as Auditors. For For Management
3 Advisory vote to approve the resolution
on the compensation of the named executive
officers. For For Management
4 Advisory vote on the frequency of future
advisory votes to approve a resolution on
the compensation of the named executive
officers. 1 Year 1 Year Management
5 Stockholder proposal to repeal classified
board. Against Against Shareholder
==============================================================================
COMPANY: SKYWORKS SOLUTIONS, INC.
TICKER: SWKS
CUSIP: 83088M102
MEETING DATE: 5/11/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1 To amend the Company's Restated
Certificate of Incorporation to
declassify the Company's Board of
Directors and make certain other
related changes. For For Management
2 *Nominees for terms expiring at the next
annual meeting if proposal 1 is approved.
**Nominees to serve as Class III
Directors with terms expiring at the
2014 Annual Meeting if proposal 1 is
not approved.
3.1 Elect Director David J. McLachlan* For For Management
3.2 Elect Director David J. Aldrich* For For Management
3.3 Elect Director Kevin L. Beebe* For For Management
3.4 Elect Director Moiz M. Beguwala* For For Management
3.5 Elect Director Timothy R. Furey* For For Management
3.6 Elect Director Balakrishnan S. Iyer* For For Management
3.7 Elect Director Thomas C. Leonard* For For Management
3.8 Elect Director David P. McGlade* For For Management
3.9 Elect Director Robert A. Schriesheim* For For Management
3.10 Elect Director David J. Aldrich** For For Management
3.11 Elect Director Moiz M. Beguwala** For For Management
3.12 Elect Director David P. McGlade** For For Management
4 To approve an amendment to the Company's
Amended and Restated 2005 Long-Term
Incentive Plan. For For Management
5 To approve the Company's Amended and
Restated 2008 Director Long-Term Incentive
Plan. For For Management
6 To approve an amendment to the Company's
2002 Employee Stock Purchase Plan. For For Management
7 Advisory vote on the compensation of our
named executive officers, as described in
the Company's Proxy Statement. For For Management
8 Advisory vote on the frequency of future
advisory votes on the compensation of our
named executive officers , as described in
the Company's Proxy Statement. 3 Years 3 Years Management
9 Ratify KPMG LLP as Auditors. For For Management
==============================================================================
COMPANY: VMWARE, INC.
TICKER: VMW
CUSIP: 928563402
MEETING DATE: 5/25/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1 Elect Director Renee J. James For For Management
2 Advisory vote on executive compensation,
as described in VMware's Proxy Statement. For For Management
3 Advisory vote on the frequency of future
advisory votes on executive compensation,
as described in VMware's Proxy Statement. 1 Year 1 Year Management
4 Ratify Pricewaterhousecoopers Auditors. 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 31, 2011
---------------