As filed with the Securities and Exchange Commission on August 29, 2016
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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, 2015 - June 30, 2016
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: ALEXION PHARMACEUTICALS INC.
TICKER: ALXN
CUSIP: 015351109
MEETING
DATE: 5/11/16
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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 FELIX BAKER For For Management
1.3 Elect Director DAVID R. BRENNAN For For Management
1.4 Elect Director M. MICHELE BURNS For For Management
1.5 Elect Director CHRISTOPHER J. COUGHLIN For For Management
1.6 Elect Director DAVID L. HALLAL For For Management
1.7 Elect Director JOHN T. MOLLEN For For Management
1.8 Elect Director R. DOUGLAS NORBY For For Management
1.9 Elect Director ALVIN S. PARVEN For For Management
1.10 Elect Director ANDREAS RUMMELT For For Management
1.11 Elect Director ANN M. VENEMAN For For Management
2 APPROVAL OF A NON-BINDING ADVISORY VOTE
OF THE 2015 COMPENSATION PAID TO
ALEXION'S NAMED EXECUTIVE OFFICERS. For For Management
3 RATIFICATION OF APPOINTMENT BY THE
BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS
ALEXION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM. For For Management
4 TO REQUEST THE BOARD TO AMEND
ALEXION'S GOVERNING DOCUMENTS
TO GIVE SHAREHOLDERS OWNING 10%
OF ALEXION STOCK THE POWER TO
CALL A SPECIAL MEETING. Against Against Shareholder
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COMPANY: ALPHABET INC.
TICKER: GOOGL
CUSIP: 02079K305
MEETING
DATE: 6/8/16
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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 ALAN R. MULALLY For For Management
1.9 Elect Director PAUL S. OTELLINI For For Management
1.10 Elect Director K. RAM SHRIRAM For For Management
1.11 Elect Director SHIRLEY M. TILGHMAN For For Management
2 THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS ALPHABET'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2016. For For Management
3 THE APPROVAL OF AN AMENDMENT TO
GOOGLE'S 2012 STOCK PLAN. For For Management
4 THE APPROVAL OF AN AMENDMENT TO THE
FOURTH AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION OF GOOGLE INC.,
ALPHABET'S WHOLLY OWNED SUBSIDIARY,
TO REMOVE A PROVISION THAT REQUIRES THE
VOTE OF THE STOCKHOLDERS OF ALPHABET,
IN ADDITION TO THE VOTE OF ALPHABET
(AS SOLE STOCKHOLDER), IN ORDER FOR
GOOGLE TO TAKE CERTAIN ACTIONS. For For Management
5 A STOCKHOLDER PROPOSAL REGARDING
EQUAL SHAREHOLDER VOTING, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
6 A STOCKHOLDER PROPOSAL REGARDING
A LOBBYING REPORT, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING
A POLITICAL CONTRIBUTIONS REPORT,
IF PROPERLY PRESENTED AT THE MEETING Against Against Shareholder
8 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
9 A STOCKHOLDER PROPOSAL REGARDING AN
INDEPENDENT CHAIRMAN OF THE BOARD POLICY,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
10 A STOCKHOLDER PROPOSAL REGARDING A
REPORT ON GENDER PAY, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: AMAZON.COM INC.
TICKER: AMZN
CUSIP: 023135106
MEETING
DATE: 5/17/16
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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 JUDITH A. MCGRATH For For Management
1.7 Elect Director JONATHAN J. RUBINSTEIN For For Management
1.8 Elect Director THOMAS O. RYDER For For Management
1.9 Elect Director PATRICIA Q. STONESIFER For For Management
1.10 Elect Director WENDELL P. WEEKS For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. For For Management
3 SHAREHOLDER PROPOSAL REGARDING
SUSTAINABILITY REPORTING. Against Against Shareholder
4 SHAREHOLDER PROPOSAL REGARDING A REPORT
CONCERNING HUMAN RIGHTS RISKS. Against Against Shareholder
5 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: 3/26/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JAMES BELL For For Management
1.2 Elect Director TIM COOK For For Management
1.3 Elect Director AL GORE For For Management
1.4 Elect Director BOB IGER For For Management
1.5 Elect Director ANDREA JUNG For For Management
1.6 Elect Director ART LEVINSON For For Management
1.7 Elect Director RON SUGAR For For Management
1.8 Elect Director SUE WAGNER For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2016. For For Management
3 AN ADVISORY RESOLUTION TO APPROVE
EXECUTIVE COMPENSATION. For For Management
4 APPROVAL OF THE AMENDED AND RESTATED
APPLE INC. 2014 EMPLOYEE STOCK PLAN. For For Management
5 A SHAREHOLDER PROPOSAL ENTITLED "NET-
ZERO GREENHOUSE GAS EMISSIONS BY 2030." Against Against Shareholder
6 A SHAREHOLDER PROPOSAL REGARDING
DIVERSITY AMONG OUR SENIOR MANAGEMENT
AND BOARD OF DIRECTORS. Against Against Shareholder
7 A SHAREHOLDER PROPOSAL ENTITLED
"HUMAN RIGHTS REVIEW - HIGH RISK
REGIONS." Against Against Shareholder
8 A SHAREHOLDER PROPOSAL ENTITLED
"SHAREHOLDER PROXY ACCESS." Against Against Shareholder
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COMPANY: CTRIP.COM INTERNATIONAL LTD.
TICKER: CTRP
CUSIP: 22943F100
MEETING
DATE: 12/21/15
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1 THE RESOLUTION AS SET OUT IN ITEM 1
OF THE NOTICE OF ANNUAL GENERAL
MEETING REGARDING THE ADOPTION OF
THE COMPANY'S SECOND AMENDED AND
RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATIONS OF THE COMPANY
(THE NEW M&AA) TO: (I) INCREASE THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY
FROM US $1,000,000 DIVIDED INTO
100,000,000 ORDINARY SHARES OF A
NOMINAL OR PAR VALUE OF US $0.01 EACH
TO US $1,750,000 DIVIDED INTO
175,000,000 ORDINARY SHARES OF A
NOMINAL OR PAR VALUE OF US $0.01 EACH
; AND (II) INCORPORATE .. (DUE TO
SPACE LIMITS, SEE PROXY MATERIAL FOR
FULL PROPOSAL). For For Management
COMPANY: THE HOME DEPOT INC.
TICKER: HD
CUSIP: 437076102
MEETING
DATE: 5/19/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director GERARD J. ARPEY For For Management
1.2 Elect Director ARI BOUSBIB For For Management
1.3 Elect Director GREGORY D. BRENNEMAN For For Management
1.4 Elect Director J. FRANK BROWN For For Management
1.5 Elect Director ALBERT P. CAREY For For Management
1.6 Elect Director ARMANDO CODINA For For Management
1.7 Elect Director HELENA B. FOULKES For For Management
1.8 Elect Director LINDA R. GOODEN For For Management
1.9 Elect Director WAYNE M. HEWETT For For Management
1.10 Elect Director KAREN L. KATEN For For Management
1.11 Elect Director CRAIG A. MENEAR For For Management
1.12 Elect Director MARK VADON For For Management
2 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP. For For Management
3 ADVISORY VOTE TO APPROVE EXECUTIVE
COMPENSATION. For For Management
4 SHAREHOLDER PROPOSAL REGARDING
PREPARATION OF AN EMPLOYMENT
DIVERSITY REPORT. Against Against Shareholder
5 SHAREHOLDER PROPOSAL TO REDUCE
THE THRESHOLD TO CALL SPECIAL
SHAREHOLDER MEETINGS TO 10% OF
OUTSTANDING SHARES. Against Against Shareholder
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COMPANY: LINKEDIN CORPORATION
TICKER: LNKD
CUSIP: 53578A108
MEETING
DATE: 6/9/16
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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, 2016. For For Management
3 STOCKHOLDER PROPOSAL REGARDING A
REPORT TO STOCKHOLDERS FOR PLANS TO
INCREASE RACIAL AND GENDER DIVERSITY
ON OUR BOARD. None Abstain Shareholder
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COMPANY: NETFLIX INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING
DATE: 6/9/16
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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 LESLIE KILGORE For For Management
1.3 Elect Director ANN MATHER 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, 2016. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
4 STOCKHOLDER PROPOSAL REGARDING
DIRECTOR ELECTION MAJORITY VOTE
STANDARD, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
5 STOCKHOLDER PROPOSAL TO ADOPT
A PROXY ACCESS BYLAW, IF
PROPERLY PRESENTED AT THE
MEETING. Against Against Shareholder
6 STOCKHOLDER PROPOSAL REGARDING
A SIMPLE MAJORITY VOTE, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
7 STOCKHOLDER PROPOSAL REGARDING
ELECTING EACH DIRECTOR ANNUALLY,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: MCDONALD'S CORPORATION
TICKER: MCD
CUSIP: 580135101
MEETING
DATE: 5/26/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director LLOYD DEAN For For Management
1.2 Elect Director STEPHEN EASTERBROOK For For Management
1.3 Elect Director ROBERT ECKERT For For Management
1.4 Elect Director MARGARET GEORGIADIS For For Management
1.5 Elect Director ENRIQUE HERNANDEZ, JR. For For Management
1.6 Elect Director JEANNE JACKSON For For Management
1.7 Elect Director RICHARD LENNY For For Management
1.8 Elect Director WALTER MASSEY For For Management
1.9 Elect Director JOHN MULLIGAN For For Management
1.10 Elect Director SHEILA PENROSE For For Management
1.11 Elect Director JOHN ROGERS, JR. For For Management
1.12 Elect Director MILES WHITE For For Management
2 ADVISORY VOTE TO APPROVE EXECUTIVE
COMPENSATION. For For Management
3 ADVISORY VOTE TO APPROVE THE
APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITOR FOR 2016. For For Management
4 ADVISORY VOTE ON A SHAREHOLDER
PROPOSAL REQUESTING THAT MATTERS
PRESENTED BY SHAREHOLDERS BE DECIDED
BY SIMPLE MAJORITY VOTE, IF PRESENTED. Against Against Shareholder
5 ADVISORY VOTE ON A SHAREHOLDER
PROPOSAL REQUESTING ABILITY OF
SHAREHOLDERS TO ACT BY WRITTEN
CONSENT, IF PRESENTED. Against Against Shareholder
6 ADVISORY VOTE ON A SHAREHOLDER
PROPOSAL REQUESTING THAT THE BOARD
MAKE ALL LAWFUL EFFORTS TO IMPLEMENT
AND/OR INCREASE ACTIVITY ON THE HOLY
LAND PRINCIPLES, IF PRESENTED. Against Against Shareholder
7 ADVISORY VOTE ON A SHAREHOLDER
PROPOSAL REQUESTING THE BOARD ADOPT
A POLICY REGARDING USE OF ANTIBIOTICS
BY ITS MEAT SUPPLIERS, IF PRESENTED. Against Against Shareholder
8 ADVISORY VOTE ON A SHAREHOLDER
PROPOSAL REQUESTING AN ANNUAL
CONGRUENCY ANALYSIS BETWEEN CORPORATE
VALUES AND POLITICAL CONTRIBUTIONS,
IF PRESENTED. Against Against Shareholder
9 ADVISORY VOTE ON A SHAREHOLDER
PROPOSAL REQUESTING AN ANNUAL
CONGRUENCY ANALYSIS OF COMPANY
VALUES AND POLICY ACTIVITIES,
IF PRESENTED. Against Against Shareholder
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COMPANY: MONSTER BEVERAGE CORPORATION
TICKER: MNST
CUSIP: 61174X109
MEETING
DATE: 8/7/15
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director RODNEY C. SACKS For For Management
1.2 Elect Director HILTON H. SCHLOSBERG For For Management
1.3 Elect Director MARK J. HALL For For Management
1.4 Elect Director NORMAN C. EPSTEIN For For Management
1.5 Elect Director GARY P. FAYARD For For Management
1.6 Elect Director BENJAMIN M. POLK For For Management
1.7 Elect Director SYDNEY SELATI For For Management
1.8 Elect Director HAROLD C. TABER, JR. For For Management
1.9 Elect Director KATHY N. WALLER For For Management
1.10 Elect Director MARK S. VIDERGAUZ For For Management
2 PROPOSAL TO RATIFY THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2015. For For Management
3 PROPOSAL TO APPROVE, ON A
NON-BINDING, ADVISORY BASIS, THE
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS. For For Management
4 STOCKHOLDER PROPOSAL REGARDING
PROXY ACCESS. Against Against Shareholder
==============================================================================
COMPANY: PAYPAL HOLDINGS INC.
TICKER: PYPL
CUSIP: 70450Y103
MEETING
DATE: 5/25/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director WENCES CASARES For For Management
1.2 Elect Director JONATHAN CHRISTODORO For For Management
1.3 Elect Director JOHN J. DONAHOE For For Management
1.4 Elect Director DAVID W. DORMAN For For Management
1.5 Elect Director GAIL J. MCGOVERN For For Management
1.6 Elect Director DAVID M. MOFFETT For For Management
1.7 Elect Director PIERRE M. OMIDYAR For For Management
1.8 Elect Director DANIEL H. SCHULMAN For For Management
1.9 Elect Director FRANK D. YEARY For For Management
2 ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS. 1-Year 1-Year Management
3 ADVISORY VOTE TO APPROVE THE
FREQUENCY OF OUR FUTURE STOCKHOLDER
ADVISORY VOTES APPROVING THE
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS. For For Management
4 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF OUR 2015 EQUITY
INCENTIVE AWARD PLAN. For For Management
5 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE PAYPAL EMPLOYEE
INCENTIVE PLAN. For For Management
6 RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT AUDITOR FOR 2016. For For Management
==============================================================================
COMPANY: PALO ALTO NETWORKS INC.
TICKER: PANW
CUSIP: 697435105
MEETING
DATE: 12/11/15
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director OHN M. DONOVAN For For Management
1.2 Elect Director STANLEY J. MERESMAN For For Management
1.3 Elect Director NIR ZUK For For Management
2 TO RATIFY THE APPOINTMENT OF
ERNST & YOUNG LLP AS PALO ALTO
NETWORKS, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING
JULY 31, 2016. For For Management
3 TO APPROVE AN ADVISORY RESOLUTION
ON NAMED EXECUTIVE OFFICER
COMPENSATION. For For Management
==============================================================================
COMPANY: REGENERON PHARMACEUTICALS INC.
TICKER: REGN
CUSIP: 75886F107
MEETING
DATE: 6/10/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MICHAEL S. BROWN For For Management
1.2 Elect Director LEONARD S. SCHLEIFER For For Management
1.3 Elect Director GEORGE D. YANCOPOULOS 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, 2016. For For Management
==============================================================================
COMPANY: SALESFORCE.COM INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 6/2/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MARC R. BENIOFF For For Management
1.2 Elect Director KEITH G. BLOCK For For Management
1.3 Elect Director CRAIG A. CONWAY For For Management
1.4 Elect Director ALAN G. HASSENFELD For For Management
1.5 Elect Director NEELIE KROES For For Management
1.6 Elect Director COLIN L. POWELL For For Management
1.7 Elect Director SANFORD R. ROBERTSON For For Management
1.8 Elect Director JOHN V. ROOS For For Management
1.9 Elect Director LAWRENCE J. TOMLINSON For For Management
1.10 Elect Director ROBIN L. WASHINGTON For For Management
1.11 Elect Director MAYNARD G. WEBB For For Management
1.12 Elect Director SUSAN D. WOJCICKI For For Management
2 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF CERTIFICATE OF
INCORPORATION TO CLARIFY PROVISIONS
RELATED TO REMOVAL OF DIRECTORS. For For Management
3 RATIFICATION OF APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. For For Management
4 ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION. For For Management
5 STOCKHOLDER PROPOSAL FOR POLICY
LIMITING CHANGE IN CONTROL BENEFITS. Against Against Shareholder
6 STOCKHOLDER PROPOSAL FOR SHARE
RETENTION POLICY FOR SENIOR EXECUTIVES. Against Against Shareholder
==============================================================================
COMPANY: SERVICENOW INC.
TICKER: NOW
CUSIP: 81762P102
MEETING
DATE: 6/8/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director PAUL V. BARBER For For Management
1.2 Elect Director RONALD E.F. CODD For For Management
1.3 Elect Director FRANK SLOOTMAN For For Management
2 AN ADVISORY RESOLUTION TO APPROVE
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS. For For Management
3 RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2016. For For Management
==============================================================================
COMPANY: SPLUNK INC.
TICKER: SPLK
CUSIP: 848637104
MEETING
DATE: 6/9/16
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director MARK CARGES For For Management
1.2 Elect Director DAVID HORNIK For For Management
1.3 Elect Director THOMAS NEUSTAETTER 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, 2017. 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: STARBUCKS CORPORATION
TICKER: SBUX
CUSIP: 855244109
MEETING
DATE: 3/23/16
------------------------------------------------------------------------------
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 MARY N. DILLON For For Management
1.4 Elect Director ROBERT M. GATES For For Management
1.5 Elect Director MELLODY HOBSON For For Management
1.6 Elect Director KEVIN R. JOHNSON 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 ADVISORY RESOLUTION TO APPROVE OUR
EXECUTIVE COMPENSATION. For For Management
3 APPROVE AMENDMENT AND RESTATEMENT
OF OUR EXECUTIVE MANAGEMENT BONUS
PLAN. For For Management
4 RATIFICATION OF SELECTION OF
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2016. For For Management
5 ADOPT PROXY ACCESS BYLAW. Against Against Shareholder
6 REVIEW POLICIES RELATED TO
HUMAN RIGHTS. Against Against Shareholder
==============================================================================
COMPANY: TABLEAU SOFTWARE INC.
TICKER: DATA
CUSIP: 87336U105
MEETING
DATE: 5/12/16
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director CHRISTIAN CHABOT For For Management
1.2 Elect Director CHRISTOPHER STOLTE For For Management
2 TO APPROVE, ON AN ADVISORY BASIS,
THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE
OFFICERS. For For Management
3 TO APPROVE TABLEAU'S 2013 EQUITY
INCENTIVE PLAN, AS AMENDED. For For Management
4 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS
TABLEAU'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2016. For For Management
==============================================================================
COMPANY: TESLA MOTORS INC.
TICKER: TSLA
CUSIP: 88160R101
MEETING
DATE: 5/31/16
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director BRAD W. BUSS For For Management
1.2 Elect Director IRA EHRENPREIS For For Management
2 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS TESLA'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2016. For For Management
3 A STOCKHOLDER PROPOSAL TO ELIMINATE
LIMITED SUPERMAJORITY VOTING
REQUIREMENTS FROM TESLA'S GOVERNING
DOCUMENTS. Against Against Shareholder
==============================================================================
COMPANY: TWITTER INC.
TICKER: TWTR
CUSIP: 90184L102
MEETING
DATE: 5/25/16
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JACK DORSEY For For Management
1.2 Elect Director HUGH JOHNSTON For For Management
2 TO APPROVE, ON AN ADVISORY BASIS,
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS. For For Management
3 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2016. For For Management
4 THE APPROVAL OF THE TWITTER, INC.
2016 EQUITY INCENTIVE PLAN TO BE
FUNDED WITH SHARES OWNED BY OUR CEO,
JACK DORSEY. For For Management
==============================================================================
COMPANY: ULTA SALON, COSMETICS & FRAGRANCE, INC.
TICKER: ULTA
CUSIP: 90384S303
MEETING
DATE: 6/1/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MARY N. DILLON For For Management
1.2 Elect Director CHARLES HEILBRONN For For Management
1.3 Elect Director MICHAEL R. MACDONALD For For Management
1.4 Elect Director GEORGE R. MRKONIC For For Management
2 TO RATIFY THE APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM,
FOR OUR FISCAL YEAR 2016, ENDING
JANUARY 28, 2017. For For Management
3 ADVISORY RESOLUTION TO APPROVE
THE COMPANY'S EXECUTIVE COMPENSATION. For For Management
4 TO APPROVE THE AMENDED AND RESTATED
ULTA SALON, COSMETICS & FRAGRANCE,
INC. 2011 INCENTIVE AWARD PLAN. For For Management
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COMPANY: UNDER ARMOUR INC.
TICKER: UA
CUSIP: 904311107
MEETING
DATE: 8/26/15
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1 TO AMEND THE COMPANY'S CHARTER AS
DESCRIBED IN THE PROXY STATEMENT TO:
PROVIDE THAT EACH SHARE OF CLASS B
COMMON STOCK WILL CONVERT INTO ONE
SHARE OF CLASS A COMMON STOCK IF
KEVIN PLANK SELLS MORE THAN A
SPECIFIED NUMBER OF SHARES OF COMPANY
COMMON STOCK IN ANY CALENDAR YEAR. For For Management
2 TO AMEND THE COMPANY'S CHARTER AS
DESCRIBED IN THE PROXY STATEMENT TO:
PROVIDE THAT EACH SHARE OF CLASS B
COMMON STOCK WILL CONVERT INTO ONE
SHARE OF CLASS A COMMON STOCK IF
KEVIN PLANK RESIGNS FROM THE COMPANY
OR HIS EMPLOYMENT WITH THE COMPANY
IS TERMINATED FOR CAUSE. For For Management
3 TO AMEND THE COMPANY'S CHARTER AS
DESCRIBED IN THE PROXY STATEMENT TO:
PROVIDE FOR THE EQUAL TREATMENT OF
SHARES OF CLASS A COMMON STOCK AND
CLASS B COMMON STOCK IN CERTAIN
TRANSACTIONS (THE "EQUAL TREATMENT
PROVISION"). For For Management
4 TO AMEND THE COMPANY'S CHARTER
AS DESCRIBED IN THE PROXY STATEMENT TO:
ENHANCE BOARD INDEPENDENCE REQUIREMENTS
(THE "BOARD INDEPENDENCE PROVISIONS"). For For Management
5 TO AMEND THE COMPANY'S CHARTER AS
DESCRIBED IN THE PROXY STATEMENT TO:
PROVIDE THAT THE EQUAL TREATMENT
PROVISION AND THE BOARD INDEPENDENCE
PROVISIONS CANNOT BE AMENDED UNLESS
DECLARED ADVISABLE BY THE BOARD OF
DIRECTORS (INCLUDING 75% OF THE INDEPENDENT
DIRECTORS) AND APPROVED BY AT LEAST 75% OF
THE VOTES ENTITLED TO BE CAST BY THE
HOLDERS OF (1) THE CLASS A STOCK, VOTING
AS A SINGLE CLASS, AND (2) THE CLASS B
STOCK, VOTING AS A SINGLE CLASS. For For Management
6 TO AMEND THE COMPANY'S 2005 OMNIBUS
LONG-TERM INCENTIVE PLAN TO ALLOW THE
AWARD OF SHARES OF THE COMPANY'S CLASS
C COMMON STOCK UNDER THE PLAN. For For Management
7 TO APPROVE THE ADOPTION OF A NEW CLASS
C EMPLOYEE STOCK PURCHASE PLAN. For For Management
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COMPANY: UNDER ARMOUR INC.
TICKER: UA
CUSIP: 904311107
MEETING
DATE: 4/28/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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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 GEORGE W. BODENHEIMER For For Management
1.4 Elect Director DOUGLAS E. COLTHARP For For Management
1.5 Elect Director ANTHONY W. DEERING For For Management
1.6 Elect Director KAREN W. KATZ For For Management
1.7 Elect Director A.B. KRONGARD For For Management
1.8 Elect Director WILLIAM R. MCDERMOTT For For Management
1.9 Elect Director ERIC T. OLSON For For Management
1.10 Elect Director HARVEY L. SANDERS 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
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COMPANY: WORKDAY INC.
TICKER: WDAY
CUSIP: 98138H101
MEETING
DATE: 6/1/16
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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 M. MCNAMARA For For Management
1.3 Elect Director JERRY YANG 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, 2017. For For Management
3 ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION. For For Management
4 LIMITS ON AWARDS TO NON-EMPLOYEE
DIRECTORS UNDER THE 2012 EQUITY
INCENTIVE PLAN. For For Management
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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
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/s/ Malcolm R. Fobes III
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Malcolm R. Fobes III
President
August 29, 2016
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