As filed with the Securities and Exchange Commission on August 29, 2014
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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, 2013 - June 30, 2014
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: AMAZON.COM INC.
TICKER: AMZN
CUSIP: 023135106
MEETING
DATE: 5/21/14
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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 ADVISORY VOTE TO APPROVE EXECUTIVE
COMPENSATION. For For Management
4 SHAREHOLDER PROPOSAL REGARDING A REPORT
CONCERNING CORPORATE POLITICAL
CONTRIBUTIONS. Against Against Shareholder
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COMPANY: APPLE INC.
TICKER: AAPL
CUSIP: 037833100
MEETING
DATE: 2/28/14
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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 THE AMENDMENT OF THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION (THE "ARTICLES")
TO FACILITATE THE IMPLEMENTATION OF
MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS IN AN UNCONTESTED ELECTION BY
ELIMINATING ARTICLE VII, WHICH RELATES
TO THE TERM OF DIRECTORS AND THE TRANS-
ITION FROM A CLASSIFIED BOARD OF
DIRECTORS TO A DECLASSIFIED STRUCTURE. For For Management
3 THE AMENDMENT OF THE ARTICLES TO
ELIMINATE THE "BLANK CHECK" AUTHORITY
OF THE PREFERRED STOCK. For For Management
4 THE AMENDMENT OF THE ARTICLES TO
ESTABLISH A PAR VALUE FOR THE COMPANY'S
COMMON STOCK OF $0.00001 PER SHARE. For For Management
5 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2014. For For Management
6 A NON-BINDING ADVISORY RESOLUTION TO
APPROVE EXECUTIVE COMPENSATION. For For Management
7 THE APPROVAL OF THE APPLE INC. 2014
EMPLOYEE STOCK PLAN. For For Management
8 A SHAREHOLDER PROPOSAL BY JOHN
HARRINGTON AND NORTHSTAR ASSET
MANAGEMENT INC. ENTITLED "BOARD
COMMITTEE ON HUMAN RIGHTS" TO
AMEND THE COMPANY'S BYLAWS. Against Against Shareholder
9 A SHAREHOLDER PROPOSAL BY THE NATIONAL
CENTER FOR PUBLIC POLICY RESEARCH OF A
NON-BINDING ADVISORY RESOLUTION ENTITLED
"REPORT ON COMPANY MEMBERSHIP AND
INVOLVEMENT WITH CERTAIN TRADE ASSOCIA-
TIONS AND BUSINESS ORGANIZATIONS." Against Against Shareholder
10 A SHAREHOLDER PROPOSAL BY CARL ICAHN OF
A NON-BINDING ADVISORY RESOLUTION THAT
THE COMPANY COMMIT TO COMPLETING NOT
LESS THAN $50 BILLION OF SHARE REPUR-
CHASES DURING ITS 2014 FISCAL YEAR (AND
INCREASE THE AUTHORIZATION UNDER ITS
CAPITAL RETURN PROGRAM ACCORDINGLY). Against Against Shareholder
11 A SHAREHOLDER PROPOSAL BY JAMES
MCRITCHIE OF A NON-BINDING ADVISORY
RESOLUTION ENTITLED "PROXY ACCESS FOR
SHAREHOLDERS." Against Against Shareholder
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COMPANY: BIOGEN IDEC INC.
TICKER: BIIB
CUSIP: 09062X103
MEETING
DATE: 6/12/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director CAROLINE D. DORSA For For Management
1.2 Elect Director STELIOS PAPADOPOULOS For For Management
1.3 Elect Director GEORGE A. SCANGOS For For Management
1.4 Elect Director LYNN SCHENK For For Management
1.5 Elect Director ALEXANDER J. DENNER For For Management
1.6 Elect Director NANCY L. LEAMING For For Management
1.7 Elect Director RICHARD C. MULLIGAN For For Management
1.8 Elect Director ROBERT W. PANGIA For For Management
1.9 Elect Director BRIAN S. POSNER For For Management
1.10 Elect Director ERIC K. ROWINSKY For For Management
1.11 Elect Director STEPHEN A. SHERWIN For For Management
2 TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS BIOGEN
IDEC INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2014. For For Management
3 SAY ON PAY - AN ADVISORY VOTE ON
EXECUTIVE COMPENSATION. For For Management
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COMPANY: CELGENE CORPORATION
TICKER: CELG
CUSIP: 151020104
MEETING
DATE: 6/18/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ROBERT J. HUGIN For For Management
1.2 Elect Director R.W. BARKER, D. PHIL. For For Management
1.3 Elect Director MICHAEL D. CASEY For For Management
1.4 Elect Director CARRIE S. COX For For Management
1.5 Elect Director RODMAN L. DRAKE For For Management
1.6 Elect Director M.A. FRIEDMAN, M.D. For For Management
1.7 Elect Director GILLA KAPLAN, PH.D. For For Management
1.8 Elect Director JAMES J. LOUGHLIN For For Management
1.9 Elect Director ERNEST MARIO, PH.D. 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, 2014. For For Management
3 AMENDMENT OF THE COMPANY'S CERTIFICATE
OF INCORPORATION TO INCREASE THE AUTHOR-
IZED NUMBER OF SHARES OF COMMON STOCK
AND TO EFFECT A STOCK SPLIT. For For Management
4 APPROVAL OF AN AMENDMENT OF THE
COMPANY'S 2008 STOCK INCENTIVE PLAN. For For Management
5 APPROVAL, BY NON-BINDING VOTE, OF
EXECUTIVE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS. For For Management
6 STOCKHOLDER PROPOSAL DESCRIBED IN MORE
DETAIL IN THE PROXY STATEMENT. Against Against Shareholder
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COMPANY: CHIPOTLE MEXICAN GRILL INC.
TICKER: CMG
CUSIP: 169656105
MEETING
DATE: 5/15/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JOHN CHARLESWORTH For For Management
1.2 Elect Director MONTY MORAN For For Management
1.3 Elect Director KIMBAL MUSK For For Management
2 AN ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR EXECUTIVE OFFICERS
AS DISCLOSED IN OUR PROXY STATEMENT. For For Management
3 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2014. For For Management
4 A PROPOSAL TO APPROVE THE AMENDED AND
RESTATED CHIPOTLE MEXICAN GRILL, INC.
2011 STOCK INCENTIVE PLAN, TO AUTHORIZE
THE ISSUANCE OF AN ADDITIONAL 2,600,000
SHARES OF COMMON STOCK UNDER THE PLAN AND
MAKE OTHER CHANGES TO THE TERMS OF THE
PLAN. For For Management
5 A SHAREHOLDER PROPOSAL, IF PROPERLY
PRESENTED AT THE MEETING, REQUESTING
CHIPOTLE TO ISSUE AN ANNUAL SUSTAIN-
ABILITY REPORT MEETING SPECIFIED
CRITERIA. Against Against Shareholder
6 A SHAREHOLDER PROPOSAL, IF PROPERLY
PRESENTED AT THE MEETING, REQUESTING
CHIPOTLE TO ADOPT SIMPLE MAJORITY VOTING
FOR ALL MATTERS SUBJECT TO A
SHAREHOLDER VOTE. Against Against Shareholder
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COMPANY: FACEBOOK INC.
TICKER: FB
CUSIP: 30303M102
MEETING
DATE: 5/22/14
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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 RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2014. For For Management
3 A STOCKHOLDER PROPOSAL REGARDING CHANGE
IN STOCKHOLDER VOTING. Against Against Shareholder
4 A STOCKHOLDER PROPOSAL REGARDING LOBBYING
EXPENDITURES. Against Against Shareholder
5 A STOCKHOLDER PROPOSAL REGARDING POLITICAL
CONTRIBUTIONS. Against Against Shareholder
6 A STOCKHOLDER PROPOSAL REGARDING CHILDHOOD
OBESITY ANDFOOD MARKETING TO YOUTH. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING AN ANNUAL
SUSTAINABILITY REPORT. Against Against Shareholder
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COMPANY: FIREEYE INC.
TICKER: FEYE
CUSIP: 31816Q101
MEETING
DATE: 6/11/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director WILLIAM M. COUGHRAN JR. For For Management
1.2 Elect Director GAURAV GARG For For Management
1.3 Elect Director PROMOD HAQUE For For Management
2 TO RATIFY THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2014. For For Management
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COMPANY: GOOGLE INC.
TICKER: GOOG
CUSIP: 38259P508
MEETING
DATE: 5/14/14
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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, 2014. For For Management
3 THE APPROVAL OF 2013 COMPENSATION AWARDED
TO NAMED EXECUTIVE OFFICERS. 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 THE
ADOPTION OF A MAJORITY VOTE STANDARD FOR
THE ELECTION OF DIRECTORS, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING TAX
POLICY PRINCIPLES, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
8 A STOCKHOLDER PROPOSAL REGARDING AN
INDEPENDENT CHAIRMAN OF THE BOARD POLICY,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: GT ADVANCED TECHNOLOGIES INC.
TICKER: GTAT
CUSIP: 36191U106
MEETING
DATE: 6/4/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director J. MICHAL CONAWAY For For Management
1.2 Elect Director KATHLEEN A. COTE For For Management
1.3 Elect Director ERNEST L. GODSHALK For For Management
1.4 Elect Director THOMAS GUTIERREZ For For Management
1.5 Elect Director MATTHEW E. MASSENGILL For For Management
1.6 Elect Director ROBERT E. SWITZ For For Management
1.7 Elect Director NOEL G. WATSON For For Management
1.8 Elect Director THOMAS WROE, JR. For For Management
2 RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2014. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
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COMPANY: ILLUMINA INC.
TICKER: ILMN
CUSIP: 452327109
MEETING
DATE: 5/28/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director DANIEL M. BRADBURY For For Management
1.2 Elect Director ROBERT S. EPSTEIN, MD For For Management
1.3 Elect Director ROY A. WHITFIELD For For Management
1.4 Elect Director FRANCIS A. DESOUZA For For Management
2 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 28, 2014. For For Management
3 TO APPROVE, ON AN ADVISORY BASIS, THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT. For For Management
4 TO APPROVE AN AMENDMENT TO THE ILLUMINA,
INC. BYLAWS, ESTABLISHING DELAWARE AS THE
EXCLUSIVE FORUM FOR ADJUDICATION OF
CERTAIN DISPUTES. For For Management
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COMPANY: LINKEDIN CORPORATION
TICKER: LNKD
CUSIP: 53578A108
MEETING
DATE: 6/10/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director REID HOFFMAN For For Management
1.2 Elect Director STANLEY J. MERESMAN For For Management
1.3 Elect Director DAVID SZE 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, 2014. For For Management
3 APPROVAL OF THE ADOPTION OF THE LINKEDIN
CORPORATION EXECUTIVE BONUS COMPENSATION
PLAN FOR PURPOSES OF SECTION 162(M) OF
THE INTERNAL REVENUE CODE. For For Management
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COMPANY: NETFLIX INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING
DATE: 6/9/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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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 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2014. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
4 TO APPROVE THE COMPANY'S PERFORMANCE
BONUS PLAN. For For Management
5 CONSIDERATION OF A STOCKHOLDER PROPOSAL
TO REPEAL THE COMPANY'S CLASSIFIED BOARD,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
6 CONSIDERATION OF A STOCKHOLDER PROPOSAL
REGARDING MAJORITY VOTE STANDARD IN
DIRECTOR ELECTIONS, IF PROPERLY PRE-
SENTED AT THE MEETING. Against Against Shareholder
7 CONSIDERATION OF A STOCKHOLDER PROPOSAL
REGARDING RIGHT TO VOTE REGARDING POISON
PILLS, IF PROPERLY PRESENTED AT THE
MEETING. Against Against Shareholder
8 CONSIDERATION OF A STOCKHOLDER PROPOSAL
REGARDING CONFIDENTIAL VOTING, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
9 CONSIDERATION OF A STOCKHOLDER PROPOSAL
REGARDING AN INDEPENDENT BOARD CHAIR, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: NETSUITE INC.
TICKER: N
CUSIP: 64118Q107
MEETING
DATE: 6/11/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ZACHARY NELSON For For Management
1.2 Elect Director KEVIN THOMPSON For For Management
2 APPROVAL, BY NON-BINDING, ADVISORY VOTE,
OF THE COMPENSATION OF NETSUITE INC.'S
NAMED EXECUTIVE OFFICERS. 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, 2014. For For Management
==============================================================================
COMPANY: THE PRICELINE GROUP INC.
TICKER: PCLN
CUSIP: 741503403
MEETING
DATE: 6/5/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director TIMOTHY M. 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 DARREN R. HUSTON For For Management
1.8 Elect Director NANCY B. PERETSMAN For For Management
1.9 Elect Director THOMAS E. ROTHMAN For For Management
1.10 Elect Director CRAIG W. RYDIN For For Management
2 TO RATIFY THE SELECTION OF DELOITTE &
TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2014. 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 CONSIDER AND VOTE UPON A NON-BINDING
STOCKHOLDER PROPOSAL CONCERNING STOCK-
HOLDER ACTION BY WRITTEN CONSENT. Against Against Shareholder
==============================================================================
COMPANY: REGENERON PHARMACEUTICALS INC.
TICKER: REGN
CUSIP: 75886F107
MEETING
DATE: 6/13/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ALFRED G. GILMAN For For Management
1.2 Elect Director JOSEPH L. GOLDSTEIN For For Management
1.3 Elect Director ROBERT A. INGRAM For For Management
1.4 Elect Director CHRISTINE A. POON For For Management
1.5 Elect Director P. ROY VAGELOS 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, 2014. For For Management
3 PROPOSAL TO APPROVE, ON AN ADVISORY
BASIS, EXECUTIVE COMPENSATION. For For Management
4 PROPOSAL TO APPROVE THE REGENERON
PHARMACEUTICALS, INC. 2014 LONG-TERM
INCENTIVE PLAN. For For Management
==============================================================================
COMPANY: SALESFORCE.COM INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 6/2/14
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Mgmt Vote
# Proposal Rec Cast Sponsor
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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 COLIN POWELL For For Management
1.6 Elect Director JOHN V. ROOS For For Management
1.7 Elect Director LAWRENCE TOMLINSON For For Management
1.8 Elect Director ROBIN WASHINGTON For For Management
2 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,
2015. For For Management
3 ADVISORY VOTE TO APPROVE THE RESOLUTION
ON THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS. For For Management
==============================================================================
COMPANY: SOLARCITY CORPORATION
TICKER: SCTY
CUSIP: 83416T100
MEETING
DATE: 6/4/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ANTONIO J. GRACIAS For For Management
1.2 Elect Director NANCY E. PFUND For For Management
1.3 Elect Director PETER J. RIVE For For Management
2 RATIFY THE APPOINTMENT OF ERNST & YOUNG
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2014. For For Management
==============================================================================
COMPANY: SPLUNK INC.
TICKER: SPLK
CUSIP: 848637104
MEETING
DATE: 6/10/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JOHN G. CONNORS For For Management
1.2 Elect Director PATRICIA B. MORRISON For For Management
1.3 Elect Director NICHOLAS G. STURIALE For For Management
2 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR OUR FISCAL YEAR ENDING JANUARY
31, 2015. For For Management
3 TO APPROVE, ON AN ADVISORY BASIS, THE
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS, AS DESCRIBED IN THE PROXY
STATEMENT. For For Management
==============================================================================
COMPANY: SUNEDISON INC.
TICKER: SUNE
CUSIP: 86732Y109
MEETING
DATE: 5/29/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director PETER BLACKMORE For For Management
1.2 Elect Director AHMAD R. CHATILA For For Management
1.3 Elect Director MARSHALL TURNER For For Management
2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. For For Management
3 RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM. For For Management
4 TO APPROVE A STOCK OPTION EXCHANGE FOR
EMPLOYEES OF SUNEDISON WHO HAVE BECOME
EMPLOYEES OF SUNEDISON SEMICONDUCTOR
LIMITED IN CONNECTION WITH THE SEP-
ARATION OF OUR SEMICONDUCTOR BUSINESS. For For Management
5 TO APPROVE AN AMENDMENT TO OUR AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK. For For Management
6 TO APPROVE THE ISSUANCE OF OUR COMMON
STOCK UPON THE CONVERSION OF OUR 2018
CONVERTIBLE NOTES AND OUR 2021
CONVERTIBLE NOTES AND UPON THE
EXERCISE OF RELATED WARRANTS. For For Management
7 TO APPROVE THE RIGHT OF STOCKHOLDERS
TO CALL SPECIAL MEETINGS OF STOCKHOLDERS. For For Management
==============================================================================
COMPANY: TABLEAU SOFTWARE INC.
TICKER: DATA
CUSIP: 87336U105
MEETING
DATE: 5/9/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ELLIOTT JURGENSEN, JR. For For Management
1.2 Elect Director JOHN MCADAM For For Management
1.3 Elect Director A. BROOKE SEAWELL For For Management
2 TO RATIFY THE SELECTION BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2014. For For Management
==============================================================================
COMPANY: TESLA MOTORS INC.
TICKER: TSLA
CUSIP: 88160R101
MEETING
DATE: 6/3/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ELON MUSK For For Management
1.2 Elect Director STEPHEN T. JURVETSON For For Management
2 A NON-BINDING ADVISORY VOTE ON THE
APPROVAL OF EXECUTIVE COMPENSATION. For For Management
3 TO APPROVE AN AMENDMENT AND RESTATEMENT
OF THE TESLA MOTORS, INC. 2010 EQUITY
INCENTIVE PLAN. For For Management
4 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS TESLA'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2014. For For Management
5 A STOCKHOLDER PROPOSAL REGARDING
SUPERMAJORITY STOCKHOLDER VOTING
PROVISIONS. Against Against Shareholder
==============================================================================
COMPANY: TRIPADVISOR INC.
TICKER: TRIP
CUSIP: 896945201
MEETING
DATE: 6/12/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director GREGORY B. MAFFEI For For Management
1.2 Elect Director STEPHEN KAUFER For For Management
1.3 Elect Director JONATHAN F. MILLER For For Management
1.4 Elect Director DIPCHAND (DEEP) NISHAR For For Management
1.5 Elect Director JEREMY PHILIPS For For Management
1.6 Elect Director SPENCER M. RASCOFF For For Management
1.7 Elect Director CHRISTOPHER W. SHEAN For For Management
1.8 Elect Director SUKHINDER SINGH CASSIDY For For Management
1.9 Elect Director ROBERT S. WIESENTHAL For For Management
2 TO RATIFY THE APPOINTMENT OF KPMG LLP
AS TRIPADVISOR, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2014. For For Management
3 TO CONSIDER A STOCKHOLDER PROPOSAL
REGARDING MAJORITVOTING IN DIRECTOR
ELECTIONS. Against Against Shareholder
==============================================================================
COMPANY: TWITTER INC.
TICKER: TWTR
CUSIP: 90184L102
MEETING
DATE: 5/21/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director RICHARD COSTOLO For For Management
1.2 Elect Director PETER FENTON For For Management
1.3 Elect Director MARJORIE SCARDINO 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 DECEMBER 31, 2014. For For Management
==============================================================================
COMPANY: UNDER ARMOUR INC.
TICKER: UA
CUSIP: 904311107
MEETING
DATE: 5/13/14
------------------------------------------------------------------------------
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 HARVEY L. SANDERS For For Management
1.9 Elect Director THOMAS J. SIPPEL For For Management
2 TO APPROVE, BY A NON-BINDING ADVISORY
VOTE, THE COMPENSATION OF EXECUTIVES
AS DISCLOSED IN THE "EXECUTIVE COMPEN-
SATION" SECTION OF THE PROXY STATEMENT,
INCLUDING THE COMPENSATION DISCUSSION
AND ANALYSIS AND TABLES. For For Management
3 RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. For For Management
==============================================================================
COMPANY: WORKDAY INC.
TICKER: WDAY
CUSIP: 98138H101
MEETING
DATE: 6/3/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director CHRISTA DAVIES For For Management
1.2 Elect Director GEORGE J. STILL, JR. 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, 2015. For For Management
==============================================================================
COMPANY: YAHOO! INC.
TICKER: YHOO
CUSIP: 984332106
MEETING
DATE: 6/25/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director DAVID FILO 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 MARISSA A. MAYER For For Management
1.5 Elect Director THOMAS J. MCINERNEY For For Management
1.6 Elect Director CHARLES R. SCHWAB For For Management
1.7 Elect Director H. LEE SCOTT, JR. For For Management
1.8 Elect Director JANE E.SHAW, PH.D. For For Management
1.9 Elect Director MAYNARD G. WEBB, JR. For For Management
2 APPROVAL, ON AN ADVISORY BASIS, OF THE
COMPANY'S EXECUTIVE COMPENSATION. For For Management
3 APPROVAL OF AMENDMENT AND RESTATEMENT
OF THE COMPANY'S 1995 STOCK PLAN,
INCLUDING AN INCREASE IN THE NUMBER OF
SHARES AVAILABLE FOR GRANT UNDER THE
PLAN. For For Management
4 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. For For Management
5 APPROVAL OF AN AMENDMENT TO THE COMPANY'S
BYLAWS TO PROVIDE SHAREHOLDERS WITH THE
RIGHT TO CALL SPECIAL MEETINGS. For For Management
6 SHAREHOLDER PROPOSAL REGARDING A BOARD
COMMITTEE ON HUMAN RIGHTS, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING. Against Against Shareholder
7 SHAREHOLDER PROPOSAL REGARDING LOBBYING
DISCLOSURE, IF PROPERLY PRESENTED AT THE
ANNUAL MEETING. Against Against Shareholder
8 SHAREHOLDER PROPOSAL REGARDING POLITICAL
CONTRIBUTION DISCLOSURE, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING. Against Against Shareholder
==============================================================================
COMPANY: YELP INC.
TICKER: YELP
CUSIP: 985817105
MEETING
DATE: 5/21/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director DIANE IRVINE For For Management
1.2 Elect Director MAX LEVCHIN For For Management
1.3 Elect Director MARIAM NAFICY For For Management
2 TO RATIFY THE SELECTION OF DELOITTE &
TOUCHE LLP AS YELP'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2014. For For Management
3 TO APPROVE, ON AN ADVISORY BASIS,
THE COMPENSATION OF YELP'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED
IN THE ACCOMPANYING PROXY STATEMENT. For For Management
==============================================================================
COMPANY: ZILLOW INC.
TICKER: Z
CUSIP: 98954A107
MEETING
DATE: 6/4/14
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director J. WILLIAM GURLEY For For Management
1.2 Elect Director JAY C. HOAG For For Management
1.3 Elect Director GREGORY B. MAFFEI 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 29, 2014
---------------