As filed with the Securities and Exchange Commission on August 29, 2013
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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, 2012 - June 30, 2013
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: ALEXION PHARMACEUTICALS INC.
TICKER: ALXN
CUSIP: 015351109
MEETING
DATE: 5/6/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director LEONARD BELL For For Management
1.2 Elect Director MAX LINK For For Management
1.3 Elect Director WILLIAM R. KELLER For For Management
1.4 Elect Director JOSEPH A. MADRI For For Management
1.5 Elect Director LARRY L. MATHIS For For Management
1.6 Elect Director R. DOUGLAS NORBY For For Management
1.7 Elect Director ALVIN S. PARVEN For For Management
1.8 Elect Director ANDREAS RUMMELT For For Management
1.9 Elect Director ANN M. VENEMAN For For Management
2 APPROVAL OF A NON-BINDING ADVISORY For For Management
VOTE OF THE 2012 COMPENSATION PAID TO
ALEXION'S NAMED EXECUTIVE OFFICERS. For For Management
3 APPROVAL OF THE AMENDED AND RESTATED 2004
INCENTIVE PLAN, AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT, INCLUDING
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE BY
12 MILLION SHARES (SUBJECT TO ADJUSTMENT
IN THE EVENT OF STOCK SPLITS AND OTHER
SIMILAR EVENTS). For For Management
4 RATIFICATION OF APPOINTMENT BY THE BOARD
OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS ALEXION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM. For For Management
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COMPANY: AMAZON.COM INC.
TICKER: AMZN
CUSIP: 023135106
MEETING
DATE: 5/23/13
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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 WILLIAM B. GORDON For For Management
1.5 Elect Director JAMIE S. GORELICK For For Management
1.6 Elect Director ALAIN MONIE 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
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. For For Management
3 SHAREHOLDER PROPOSAL REGARDING A REPORT
CONCERNING CORPORATE POLITICAL
CONTRIBUTIONS. Against Against Shareholder
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COMPANY: AOL INC.
TICKER: AOL
CUSIP: 00184X105
MEETING
DATE: 5/3/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director TIMOTHY ARMSTRONG For For Management
1.2 Elect Director RICHARD DALZELL For For Management
1.3 Elect Director ALBERTO IBARGUEN For For Management
1.4 Elect Director HUGH JOHNSTON For For Management
1.5 Elect Director DAWN LEPORE For For Management
1.6 Elect Director PATRICIA MITCHELL For For Management
1.7 Elect Director FREDRIC REYNOLDS For For Management
1.8 Elect Director JAMES STENGEL For For Management
2 RATIFICATION OF APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013. For For Management
3 APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPANY'S EXECUTIVE COMPENSATION. For For Management
4 APPROVAL OF THE COMPANY'S TAX ASSET
PROTECTION PLAN. For For Management
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COMPANY: APPLE INC.
TICKER: AAPL
CUSIP: 037833100
MEETING
DATE: 2/27/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director WILLIAM V. CAMPBELL For For Management
1.2 Elect Director TIMOTHY D. COOK For For Management
1.3 Elect Director MILLARD S. DREXLER For For Management
1.4 Elect Director AL GORE For For Management
1.5 Elect Director ROBERT A. IGER For For Management
1.6 Elect Director ANDREA JUNG For For Management
1.7 Elect Director ARTHUR D. LEVINSON For For Management
1.8 Elect Director RONALD D. SUGAR For For Management
2 AMENDMENT OF APPLE'S RESTATED ARTICLES
OF INCORPORATION TO (I) ELIMINATE CERTAIN
LANGUAGE RELATING TO TERM OF OFFICE OF
DIRECTORS IN ORDER TO FACILITATE THE
ADOPTION OF MAJORITY VOTING FOR ELECTION
OF DIRECTORS, (II) ELIMINATE "BLANK CHECK"
PREFERRED STOCK, (III) ESTABLISH A PAR
VALUE FOR COMPANY'S COMMON STOCK OF
$0.00001 PER SHARE AND(IV) MAKE OTHER
CHANGES. For For Management
3 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2013. For For Management
4 A NON-BINDING ADVISORY RESOLUTION TO
APPROVE EXECUTIVE COMPENSATION. For For Management
5 A SHAREHOLDER PROPOSAL ENTITLED
"EXECUTIVES TO RETAIN SIGNIFICANT
STOCK." Against Against Shareholder
6 A SHAREHOLDER PROPOSAL ENTITLED
"BOARD COMMITTEE ON HUMAN RIGHTS." Against Against Shareholder
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COMPANY: CABELA'S INC.
TICKER: CAB
CUSIP: 126804301
MEETING
DATE: 6/5/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director THEODORE M. ARMSTRONG For For Management
1.2 Elect Director JAMES W. CABELA For For Management
1.3 Elect Director JOHN H. EDMONDSON For For Management
1.4 Elect Director JOHN GOTTSCHALK For For Management
1.5 Elect Director DENNIS HIGHBY For For Management
1.6 Elect Director REUBEN MARK For For Management
1.7 Elect Director MICHAEL R. MCCARTHY For For Management
1.8 Elect Director THOMAS L. MILLNER For For Management
1.9 Elect Director BETH M. PRITCHARD For For Management
2 RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM. For For Management
3 AN ADVISORY VOTE ON EXECUTIVE
COMPENSATION. For For Management
4 APPROVAL OF THE COMPANY'S 2013 STOCK PLAN. For For Management
5 APPROVAL OF THE COMPANY'S 2013 EMPLOYEE
STOCK PURCHASE PLAN. For For Management
6 APPROVAL OF THE COMPANY'S 2013
PERFORMANCE BONUS PLAN. For For Management
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COMPANY: EBAY INC.
TICKER: EBAY
CUSIP: 278642103
MEETING
DATE: 4/18/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director DAVID M. MOFFETT For For Management
1.2 Elect Director RICHARD T. SCHLOSBERG III For For Management
1.3 Elect Director THOMAS J. TIERNEY For For Management
2 TO APPROVE, ON AN ADVISORY BASIS, THE
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS. For For Management
3 STOCKHOLDER PROPOSAL REGARDING
CORPORATE LOBBYING DISCLOSURE. Against Against Shareholder
4 STOCKHOLDER PROPOSAL REGARDING PRIVACY
AND DATA SECURITY. Against Against Shareholder
5 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2013. For For Management
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COMPANY: F5 NETWORKS INC.
TICKER: FFIV
CUSIP: 315616102
MEETING
DATE: 3/13/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 ELECTION OF CLASS I DIRECTOR:
MICHAEL DREYER For For Management
1.2 ELECTION OF CLASS I DIRECTOR:
SANDRA BERGERON For For Management
1.3 ELECTION OF CLASS I DIRECTOR:
DEBORAH L. BEVIER For For Management
1.4 ELECTION OF CLASS I DIRECTOR:
ALAN J. HIGGINSON For For Management
1.5 ELECTION OF CLASS I DIRECTOR:
JOHN MCADAM For For Management
1.6 ELECTION OF CLASS I DIRECTOR:
STEPHEN SMITH For For Management
2 RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNING FIRM FOR FISCAL YEAR
2013. For For Management
3 ADVISORY VOTE ON COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS. For For Management
4 ADOPT AND APPROVE AN AMENDMENT TO OUR
SECOND AMENDED AND RESTATED ARTICLES OF
INCORPORATION TO DECLASSIFY OUR
BOARD OF DIRECTORS AND PROVIDE
FOR AN ANNUAL ELECTION OF DIRECTORS. For For Management
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COMPANY: FACEBOOK INC.
TICKER: FB
CUSIP: 30303M102
MEETING
DATE: 6/11/13
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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 S.D. DESMOND-HELLMANN For For Management
1.4 Elect Director DONALD E. GRAHAM For For Management
1.5 Elect Director REED HASTINGS For For Management
1.6 Elect Director SHERYL K. SANDBERG For For Management
1.7 Elect Director PETER A. THIEL For For Management
1.8 Elect Director MARK ZUCKERBERG For For Management
2 TO APPROVE, ON A NON-BINDING ADVISORY
BASIS, THE COMPENSATION OF FACEBOOK,
INC.'S NAMED EXECUTIVE OFFICERS. For For Management
3 TO VOTE, ON A NON-BINDING ADVISORY BASIS,
WHETHER A NON-BINDING ADVISORY VOTE ON
THE COMPENSATION PROGRAM FOR FACEBOOK,
INC.'S NAMED EXECUTIVE OFFICERS SHOULD
BE HELD EVERY ONE, TWO OR THREE YEARS. 3 Years 3 Years Management
4 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2013. For For Management
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COMPANY: GOOGLE INC.
TICKER: GOOG
CUSIP: 38259P508
MEETING
DATE: 6/6/13
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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 DIANE B. GREENE For For Management
1.6 Elect Director JOHN L. HENNESSY For For Management
1.7 Elect Director ANN MATHER For For Management
1.8 Elect Director PAUL S. OTELLINI For For Management
1.9 Elect Director K. RAM SHRIRAM For For Management
1.10 Elect Director SHIRLEY M. TILGHMAN For For Management
2 THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS GOOGLE'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013. For For Management
3 A STOCKHOLDER PROPOSAL REGARDING A
REPORT ON LEAD BATTERIES IN GOOGLE'S
SUPPLY CHAIN, IF PROPERLY PRESENTED AT
THE MEETING. Against Against Shareholder
4 A STOCKHOLDER PROPOSAL REGARDING EQUAL
SHAREHOLDER VOTING, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
5 A STOCKHOLDER PROPOSAL REGARDING
EXECUTIVE STOCK RETENTION, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: LINKEDIN CORPORATION
TICKER: LNKD
CUSIP: 53578A108
MEETING
DATE: 6/13/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director A. GEORGE "SKIP" BATTLE For For Management
1.2 Elect Director MICHAEL J. MORITZ For For Management
2 RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS OF LINKEDIN CORPORATION
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013. For For Management
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COMPANY: MICHAEL KORS HOLDINGS LTD.
TICKER: KORS
CUSIP: G60754101
MEETING
DATE: 8/8/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director M. WILLIAM BENEDETTO For For Management
1.2 Elect Director STEPHEN F. REITMAN For For Management
2 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING MARCH 30, 2013. For For Management
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COMPANY: NETFLIX INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING
DATE: 6/7/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director TIMOTHY M. HALEY For For Management
1.2 Elect Director ANN MATHER For For Management
1.3 Elect Director LESLIE KILGORE 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, 2013. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
4 CONSIDERATION OF A STOCKHOLDER
PROPOSAL IF PROPERLY BROUGHT
BEFORE THE MEETING TO REPEAL THE
COMPANY'S CLASSIFIED BOARD, IF
PROPERLY PRESENTED AT THE
MEETING. Against Against Shareholder
5 CONSIDERATION OF A STOCKHOLDER
PROPOSAL REGARDING MAJORITY
VOTING IN UNCONTESTED DIRECTOR
ELECTIONS, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
6 CONSIDERATION OF A STOCKHOLDER
PROPOSAL REGARDING AN
INDEPENDENT BOARD CHAIR, IF
PROPERLY PRESENTED AT THE
MEETING. Against Against Shareholder
7 CONSIDERATION OF A STOCKHOLDER
PROPOSAL REGARDING PROXY
ACCESS FOR SHAREHOLDERS, IF
PROPERLY PRESENTED AT THE
MEETING. Against Against Shareholder
8 CONSIDERATION OF A STOCKHOLDER
PROPOSAL REGARDING SIMPLE
MAJORITY VOTE RIGHT, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: NETSUITE INC.
TICKER: N
CUSIP: 64118Q107
MEETING
DATE: 5/22/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director WILLIAM BEANE III For For Management
1.2 Elect Director DEBORAH FARRINGTON For For Management
1.3 Elect Director EDWARD ZANDER For For Management
2 APPROVAL OF THE COMPANY'S EXECUTIVE
OFFICER PERFORMANCE-BASED CASH INCENTIVE
PLAN SO THAT THE COMPANY MAY QUALIFY
PERFORMANCE-BASED CASH INCENTIVES PAID
AS "PERFORMANCE-BASED" COMPENSATION
UNDER SECTION 162(M) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED. 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 DECEMBER 31, 2013. For For Management
==============================================================================
COMPANY: PRICELINE.COM INCORPORATED
TICKER: PCLN
CUSIP: 741503403
MEETING
DATE: 6/6/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director TIM ARMSTRONG For For Management
1.2 Elect Director HOWARD W. BARKER, JR. For For Management
1.3 Elect Director JEFFERY H. BOYD For For Management
1.4 Elect Director JAN L. DOCTER For For Management
1.5 Elect Director JEFFREY E. EPSTEIN For For Management
1.6 Elect Director JAMES M. GUYETTE For For Management
1.7 Elect Director NANCY B. PERETSMAN For For Management
1.8 Elect Director THOMAS E. ROTHMAN For For Management
1.9 Elect Director CRAIG W. RYDIN For For Management
2 TO RATIFY THE SELECTION OF DELOITTE &
TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2013. For For Management
3 TO APPROVE ON AN ADVISORY BASIS THE
COMPENSATION PAID BY THE COMPANY TO ITS
NAMED EXECUTIVE OFFICERS. For For Management
4 TO APPROVE AN AMENDMENT TO THE COMPANY'S
1999 OMNIBUS PLAN TO INCREASE THE NUMBER
OF SHARES AUTHORIZED FOR ISSUANCE UNDER
THE PLAN BY 2,400,000 SHARES AND CERTAIN
OTHER AMENDMENTS TO THE PLAN. For For Management
5 TO CONSIDER AND VOTE UPON A NON-BINDING
STOCKHOLDER PROPOSAL REQUESTING THAT THE
COMPANY'S BOARD OF DIRECTORS ADOPT A
POLICY LIMITING THE ACCELERATION OF
VESTING OF EQUITY AWARDS GRANTED TO
SENIOR EXECUTIVES IN THE EVENT OF A
CHANGE IN CONTROL OF THE COMPANY. Against Against Shareholder
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COMPANY: RACKSPACE HOSTING INC.
TICKER: RAX
CUSIP: 750086100
MEETING
DATE: 5/2/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director A. LANHAM NAPIER For For Management
1.2 Elect Director GEORGE J. STILL, JR. For For Management
1.3 Elect Director MICHAEL SAM GILLILAND For For Management
2 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013. For For Management
==============================================================================
COMPANY: RALPH LAUREN CORP.
TICKER: RL
CUSIP: 751212101
MEETING
DATE: 8/9/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director FRANK A. BENNACK, JR. For For Management
1.2 Elect Director JOEL L. FLEISHMAN For For Management
1.3 Elect Director STEVEN P. MURPHY For For Management
2 RATIFICATION OF APPOINTMENT OF ERNST
& YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 30,
2013. For For Management
3 APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AND OUR
COMPENSATION PHILOSOPHY, POLICIES
AND PRACTICES AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT. For For Management
4 APPROVAL OF OUR AMENDED AND RESTATED
EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN. For For Management
==============================================================================
COMPANY: REGENERON PHARMACEUTICALS INC.
TICKER: REGN
CUSIP: 75886F107
MEETING
DATE: 6/14/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MICHAEL S. BROWN, M.D. For For Management
1.2 Elect Director LEONARD S. SCHLEIFER For For Management
1.3 Elect Director ERIC M. SHOOTER, PH.D. For For Management
1.4 Elect Director GEORGE D. YANCOPOULOS For For Management
2 PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013. For For Management
==============================================================================
COMPANY: SALESFORCE.COM INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 3/20/13
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION OF THE COMPANY TO
INCREASE THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY FROM
405,000,000 TO 1,605,000,000. For For Management
==============================================================================
COMPANY: SALESFORCE.COM INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 5/6/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director STRATTON SCLAVOS For For Management
1.2 Elect Director LAWRENCE TOMLINSON For For Management
1.3 Elect Director SHIRLEY YOUNG For For Management
2 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION OF THE COMPANY TO
ELIMINATE THE CLASSIFIED
STRUCTURE OF THE BOARD OF DIRECTORS. For For Management
3 APPROVAL OF THE COMPANY'S 2013
EQUITY INCENTIVE PLAN. For For Management
4 RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING ON JANUARY 31, 2014. For For Management
5 ADVISORY VOTE TO APPROVE THE
RESOLUTION ON THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS. For For Management
==============================================================================
COMPANY: SOLARWINDS INC.
TICKER: SWI
CUSIP: 83416B109
MEETING
DATE: 5/9/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director J. BENJAMIN NYE For For Management
1.2 Elect Director KEVIN B. THOMPSON For For Management
2 RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013. For For Management
3 APPROVE, ON A NON-BINDING BASIS,
THE COMPANY'S OVERALL EXECUTIVE
COMPENSATION PROGRAM, AS
DESCRIBED IN THE COMPENSATION
DISCUSSION AND ANALYSIS, THE
COMPENSATION TABLES AND THE
RELATED NARRATIVES AND OTHER
MATERIALS IN THE PROXY STATEMENT. For For Management
4 PROVIDE FOR THE ADJOURNMENT OR
POSTPONEMENT OF THE ANNUAL
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT SHARES PRESENT OR
VOTING AFFIRMATIVELY AT THE TIME
OF THE ANNUAL MEETING EITHER (1)
TO ESTABLISH A QUORUM; OR (2) IF A
QUORUM IS PRESENT, TO APPROVE
PROPOSALS ONE THROUGH THREE. For For Management
==============================================================================
COMPANY: STARBUCKS CORPORATION
TICKER: SBUX
CUSIP: 855244109
MEETING
DATE: 3/20/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director HOWARD SCHULTZ For For Management
1.2 Elect Director WILLIAM W. BRADLEY For For Management
1.3 Elect Director ROBERT M. GATES For For Management
1.4 Elect Director MELLODY HOBSON For For Management
1.5 Elect Director KEVIN R. JOHNSON For For Management
1.6 Elect Director OLDEN LEE For For Management
1.7 Elect Director JOSHUA COOPER RAMO For For Management
1.8 Elect Director JAMES G. SHENNAN, JR. For For Management
1.9 Elect Director CLARA SHIH For For Management
1.10 Elect Director JAVIER G. TERUEL For For Management
1.11 Elect Director MYRON E. ULLMAN, III For For Management
1.12 Elect Director CRAIG E. WEATHERUP For For Management
2 APPROVAL OF AN ADVISORY RESOLUTION
ON EXECUTIVE COMPENSATION. For For Management
3 APPROVAL OF AN AMENDMENT AND
RESTATEMENT OF THE 2005 LONG-
TERM EQUITY INCENTIVE PLAN, INCLUDING
AN INCREASE IN THE NUMBER OF AUTHORIZED
SHARES UNDER THE PLAN. For For Management
4 RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING SEPTEMBER 29, 2013. For For Management
5 SHAREHOLDER PROPOSAL TO
PROHIBIT POLITICAL SPENDING. Against Against Shareholder
==============================================================================
COMPANY: THE HAIN CELESTIAL GROUP INC.
TICKER: HAIN
CUSIP: 405217100
MEETING
DATE: 11/15/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director IRWIN D. SIMON For For Management
1.2 Elect Director RICHARD C. BERKE For For Management
1.3 Elect Director JACK FUTTERMAN For For Management
1.4 Elect Director MARINA HAHN For For Management
1.5 Elect Director ANDREW R. HEYER For For Management
1.6 Elect Director BRETT ICAHN For For Management
1.7 Elect Director ROGER MELTZER For For Management
1.8 Elect Director SCOTT M. O'NEIL For For Management
1.9 Elect Director DAVID SCHECHTER For For Management
1.10 Elect Director LAWRENCE S. ZILAVY For For Management
2 TO VOTE, ON AN ADVISORY BASIS, FOR THE
COMPENSATION AWARDED TO THE NAMED
EXECUTIVE OFFICERS FOR THE FISCAL
YEAR ENDED JUNE 30, 2012, AS SET FORTH
IN THE PROXY STATEMENT. For For Management
3 TO APPROVE THE AMENDMENT OF THE
AMENDED AND RESTATED 2002 LONG TERM
INCENTIVE AND STOCK AWARD PLAN. For For Management
4 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP TO ACT AS REGISTERED
INDEPENDENT ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
JUNE 30, 2013. For For Management
==============================================================================
COMPANY: TRACTOR SUPPLY COMPANY
TICKER: TSCO
CUSIP: 892356106
MEETING
DATE: 5/2/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JAMES F. WRIGHT For For Management
1.2 Elect Director JOHNSTON C. ADAMS For For Management
1.3 Elect Director PETER D. BEWLEY For For Management
1.4 Elect Director JACK C. BINGLEMAN For For Management
1.5 Elect Director RICHARD W. FROST For For Management
1.6 Elect Director CYNTHIA T. JAMISON For For Management
1.7 Elect Director GEORGE MACKENZIE For For Management
1.8 Elect Director EDNA K. MORRIS For For Management
1.9 Elect Director GREGORY A. SANDFORT For For Management
2 TO RATIFY THE REAPPOINTMENT OF ERNST
& YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
28, 2013. For For Management
3 SAY ON PAY - AN ADVISORY VOTE TO
APPROVE EXECUTIVE COMPENSATION. For For Management
==============================================================================
COMPANY: UNDER ARMOUR INC.
TICKER: UA
CUSIP: 904311107
MEETING
DATE: 4/30/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director KEVIN A. PLANK For For Management
1.2 Elect Director BYRON K. ADAMS, JR. For For Management
1.3 Elect Director DOUGLAS E. COLTHARP For For Management
1.4 Elect Director ANTHONY W. DEERING For For Management
1.5 Elect Director A.B. KRONGARD For For Management
1.6 Elect Director WILLIAM R. MCDERMOTT For For Management
1.7 Elect Director ERIC T. OLSON For For Management
1.8 Elect Director BRENDA PIPER For For Management
1.9 Elect Director HARVEY L. SANDERS For For Management
1.10 Elect Director THOMAS J. SIPPEL For For Management
2 TO APPROVE, BY NON-BINDING VOTE, THE
COMPENSATION OF EXECUTIVES AS
DISCLOSED IN THE "EXECUTIVE
COMPENSATION" SECTION OF THE PROXY
STATEMENT, INCLUDING THE
COMPENSATION DISCUSSION AND ANALYSIS
AND TABLES. For For Management
3 TO APPROVE OUR EXECUTIVE
INCENTIVE COMPENSATION PLAN. For For Management
4 RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. For For Management
==============================================================================
COMPANY: VMWARE INC.
TICKER: VMW
CUSIP: 928563402
MEETING
DATE: 5/29/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
2 TO APPROVE, ON AN ADVISORY BASIS, THE
COMPENSATION OF VMWARE NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN
VMWARE'S PROXY STATEMENT. For For Management
3 TO RATIFY THE SELECTION BY THE AUDIT
COMMITTEE OF VMWARE'S BOARD OF
DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS
VMWARE'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2013. For For Management
4 TO APPROVE THE AMENDED AND RESTATED
2007 EQUITY AND INCENTIVE PLAN. For For Management
5 TO APPROVE AN AMENDMENT TO THE
2007 EMPLOYEE STOCK PURCHASE PLAN. For For Management
==============================================================================
COMPANY: WHOLE FOODS MARKET INC.
TICKER: WFM
CUSIP: 966837106
MEETING
DATE: 3/15/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director D R. JOHN ELSTROTT For For Management
1.2 Elect Director GABRIELLE GREENE For For Management
1.3 Elect Director SHAHID (HASS) HASSAN For For Management
1.4 Elect Director STEPHANIE KUGELMAN For For Management
1.5 Elect Director JOHN MACKEY For For Management
1.6 Elect Director WALTER ROBB For For Management
1.7 Elect Director JONATHAN SEIFFER For For Management
1.8 Elect Director MORRIS (MO) SIEGEL For For Management
1.9 Elect Director JONATHAN SOKOLOFF For For Management
1.10 Elect Director DR. RALPH SORENSON For For Management
1.11 Elect Director W. (KIP) TINDELL, III For For Management
2 TO RATIFY THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITOR FOR THE COMPANY FOR THE
FISCAL YEAR ENDING SEPTEMBER 29,
2013. For For Management
3 TO CONDUCT AN ADVISORY VOTE TO
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS. For For Management
4 TO RATIFY THE AMENDMENT OF THE
COMPANY'S 2009 STOCK INCENTIVE
PLAN TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE
PURSUANT TO SUCH PLAN BY AN
ADDITIONAL 14.5 MILLION SHARES AND
INCREASE THE NUMBER OF SHARES BY
WHICH THE PLAN POOL IS REDUCED
FOR EACH FULL VALUE AWARD FROM 2
TO 2.25. For For Management
5 SHAREHOLDER PROPOSAL REGARDING
EXTENDED PRODUCER RESPONSIBILITY
FOR POST-CONSUMER PRODUCT PACKAGING. Against Against Shareholder
6 SHAREHOLDER PROPOSAL TO REQUIRE
THE COMPANY TO HAVE, WHENEVER
POSSIBLE, AN INDEPENDENT CHAIRMAN
OF THE BOARD WHO HAS NOT PREVIOUSLY
SERVED AS AN EXECUTIVE OFFICER OF
THE COMPANY. Against Against Shareholder
==============================================================================
COMPANY: WORKDAY INC.
TICKER: WDAY
CUSIP: 98138H101
MEETING
DATE: 5/23/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director A. GEORGE (SKIP) BATTLE For For Management
1.2 Elect Director MICHAEL M. MCNAMARA 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, 2014. For For Management
3 REAPPROVAL OF THE INTERNAL
REVENUE CODE SECTION 162(M) LIMITS
OF OUR 2012 EQUITY INCENTIVE PLAN. For For Management
==============================================================================
COMPANY: YAHOO! INC.
TICKER: YHOO
CUSIP: 984332106
MEETING
DATE: 6/25/13
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JOHN D. HAYES For For Management
1.2 Elect Director SUSAN M. JAMES For For Management
1.3 Elect Director MAX R. LEVCHIN For For Management
1.4 Elect Director PETER LIGUORI For For Management
1.5 Elect Director DANIEL S. LOEB For For Management
1.6 Elect Director MARISSA A. MAYER For For Management
1.7 Elect Director THOMAS J. MCINERNEY For For Management
1.8 Elect Director MAYNARD G. WEBB, JR. For For Management
1.9 Elect Director HARRY J. WILSON For For Management
1.10 Elect Director MICHAEL J. WOLF For For Management
2 APPROVAL, ON AN ADVISORY BASIS,
OF THE COMPANY'S EXECUTIVE
COMPENSATION. For For Management
3 RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. For For Management
4 SHAREHOLDER PROPOSAL REGARDING
SOCIAL RESPONSIBILITY REPORT, IF
PROPERLY PRESENTED AT THE ANNUAL
MEETING. Against Against Shareholder
5 SHAREHOLDER PROPOSAL REGARDING
POLITICAL DISCLOSURE AND ACCOUNTABILITY,
IF PROPERLY PRESENTED AT THE ANNUAL
MEETING. Against Against Shareholder
==============================================================================
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 29, 2013
---------------