As filed with the Securities and Exchange Commission on August 31, 2017
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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, 2016 - June 30, 2017
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later
than August 31 of each year, containing the registrant's proxy voting record
for the most recent twelve-month period ended June 30, pursuant to section 30
of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR
270.30b1-4). The Commission may use the information provided on Form N-PX in
its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX,
And the Commission will make this information public. A registrant is not
Required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of infor-
mation under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. PROXY VOTING RECORD
COMPANY: ADOBE SYSTEMS INC.
TICKER: ADBE
CUSIP: 00724F101
MEETING
DATE: 4/12/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director AMY BANSE For For Management
1.2 Elect Director EDWARD BARNHOLT For For Management
1.3 Elect Director ROBERT BURGESS For For Management
1.4 Elect Director FRANK CALDERONI For For Management
1.5 Elect Director JAMES DALEY For For Management
1.6 Elect Director LAURA DESMOND For For Management
1.7 Elect Director CHARLES GESCHKE For For Management
1.8 Elect Director SHANTANU NARAYEN For For Management
1.9 Elect Director DANIEL ROSENSWEIG For For Management
1.10 Elect Director JOHN WARNOCK For For Management
2 APPROVAL OF THE 2003 EQUITY INCENTIVE
PLAN AS AMENDED TO INCREASE THE
AVAILABLE SHARE RESERVE BY 10 MILLION
SHARES. For For Management
3 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS. For For Management
4 APPROVAL ON AN ADVISORY BASIS OF THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS. For For Management
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COMPANY: ADVANCED MICRO DEVICES INC.
TICKER: AMD
CUSIP: 007903107
MEETING
DATE: 4/26/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JOHN E. CALDWELL For For Management
1.2 Elect Director NORA M. DENZEL For For Management
1.3 Elect Director NICHOLAS M. DONOFRIO For For Management
1.4 Elect Director JOSEPH A. HOUSEHOLDER ? For For Management
1.5 Elect Director MICHAEL J. INGLIS ? For For Management
1.6 Elect Director JOHN W. MARREN For For Management
1.7 Elect Director LISA T. SU For For Management
1.8 Elect Director AHMED YAHIA For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS AMD'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE CURRENT FISCAL YEAR. For For Management
3 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE ADVANCED MICRO
DEVICES, INC. 2004 EQUITY INCENTIVE
PLAN. For For Management
4 APPROVAL OF THE ADVANCED MICRO
DEVICES, INC. 2017 EMPLOYEE STOCK
PURCHASE PLAN. For For Management
5 ADVISORY VOTE TO APPROVE THE
COMPENSATION OF AMD'S NAMED EXECUTIVE
OFFICERS (SAY-ON-PAY). For For Management
6 ADVISORY VOTE ON FREQUENCY OF
SAY-ON-PAY. 1-Year 1-Year Management
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COMPANY: ALIBABA GROUP HOLDING LTD.
TICKER: BABA
CUSIP: 01609W102
MEETING
DATE: 10/13/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director DANIEL YONG ZHANG For For Management
1.2 Elect Director CHEE HWA TUNG For For Management
1.3 Elect Director JERRY YANG For For Management
1.4 Elect Director WAN LING MARTELLO For For Management
1.5 Elect Director ERIC XIANDONG JING For For Management
2 RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY. For For Management
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COMPANY: ALPHABET INC.
TICKER: GOOGL
CUSIP: 02079K305
MEETING
DATE: 6/7/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director LARRY PAGE For For Management
1.2 Elect Director SERGEY BRIN For For Management
1.3 Elect Director ERIC E. SCHMIDT For For Management
1.4 Elect Director L. JOHN DOERR For For Management
1.5 Elect Director ROGER W. FERGUSON, JR. For For Management
1.6 Elect Director DIANE B. GREENE For For Management
1.7 Elect Director JOHN L. HENNESSY For For Management
1.8 Elect Director ANN MATHER For For Management
1.9 Elect Director ALAN R. MULALLY For For Management
1.10 Elect Director PAUL S. OTELLINI For For Management
1.11 Elect Director K. RAM SHRIRAM For For Management
1.12 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, 2017. For For Management
3 THE APPROVAL OF AN AMENDMENT TO
ALPHABET'S 2012 STOCK PLAN TO INCREASE
THE SHARE RESERVE BY 15,000,000 SHARES
OF CLASS C CAPITAL STOCK. For For Management
4 THE APPROVAL OF THE 2016 COMPENSATION
AWARDED TO NAMED EXECUTIVE OFFICERS. For For Management
5 THE FREQUENCY OF FUTURE STOCKHOLDER
ADVISORY VOTES REGARDING COMPENSATION
AWARDED TO NAMED EXECUTIVE OFFICERS. 3-Years 3-Years Management
6 A STOCKHOLDER PROPOSAL REGARDING
EQUAL SHAREHOLDER VOTING, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING A
LOBBYING REPORT, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
8 A STOCKHOLDER PROPOSAL REGARDING
A POLITICAL CONTRIBUTIONS REPORT,
IF PROPERLY PRESENTED AT THE MEETING Against Against Shareholder
9 A STOCKHOLDER PROPOSAL REGARDING A
REPORT ON GENDER PAY, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
10 A STOCKHOLDER PROPOSAL REGARDING A
CHARITABLE CONTRIBUTIONS REPORT,
IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
11 A STOCKHOLDER PROPOSAL REGARDING
THE IMPLEMENTATION OF "HOLY LAND
PRINCIPLES," IF PROPERLY PRESENTED Against Against Shareholder
12 A STOCKHOLDER PROPOSAL REGARDING A
REPORT ON "FAKE NEWS," IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: AMAZON.COM INC.
TICKER: AMZN
CUSIP: 023135106
MEETING
DATE: 5/23/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JEFFREY P. BEZOS For For Management
1.2 Elect Director TOM A. ALBERG For For Management
1.3 Elect Director JOHN SEELY BROWN For For Management
1.4 Elect Director JAMIE S. GORELICK For For Management
1.5 Elect Director DANIEL P. HUTTENLOCHER For For Management
1.6 Elect Director JUDITH A. MCGRATH For For Management
1.7 Elect Director JONATHAN J. RUBINSTEIN For For Management
1.8 Elect Director THOMAS O. RYDER For For Management
1.9 Elect Director PATRICIA Q. STONESIFER For For Management
1.10 Elect Director WENDELL P. WEEKS For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. For For Management
3 ADVISORY VOTE TO APPROVE EXECUTIVE
COMPENSATION. For For Management
4 ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION. 3-Years 3-Years Management
5 APPROVAL OF THE COMPANY'S 1997
STOCK INCENTIVE PLAN, AS AMENDED
AND RESTATED. For For Management
6 SHAREHOLDER PROPOSAL REGARDING A
REPORT ON USE OF CRIMINAL BACKGROUND
CHECKS IN HIRING DECISIONS. Against Against Shareholder
7 SHAREHOLDER PROPOSAL REGARDING
SUSTAINABILITY AS AN EXECUTIVE
COMPENSATION PERFORMANCE MEASURE. Against Against Shareholder
8 SHAREHOLDER PROPOSAL REGARDING
VOTE-COUNTING PRACTICES FOR
SHAREHOLDER PROPOSALS. Against Against Shareholder
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COMPANY: APPLE INC.
TICKER: AAPL
CUSIP: 037833100
MEETING
DATE: 2/28/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JAMES BELL For For Management
1.2 Elect Director TIM COOK For For Management
1.3 Elect Director AL GORE For For Management
1.4 Elect Director BOB IGER For For Management
1.5 Elect Director ANDREA JUNG For For Management
1.6 Elect Director ART LEVINSON For For Management
1.7 Elect Director RON SUGAR For For Management
1.8 Elect Director SUE WAGNER For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS APPLE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2017. For For Management
3 AN ADVISORY RESOLUTION TO APPROVE
EXECUTIVE COMPENSATION. For For Management
4 ADVISORY VOTE ON THE FREQUENCY OF
SHAREHOLDER VOTES ON EXECUTIVE
COMPENSATION. 1-Year 1-Year Management
5 A SHAREHOLDER PROPOSAL ENTITLED
"CHARITABLE GIVING - RECIPIENTS,
INTENTS AND BENEFITS." 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
"SHAREHOLDER PROXY ACCESS AMENDMENTS." Against Against Shareholder
8 A SHAREHOLDER PROPOSAL ENTITLED
"EXECUTIVE COMPENSATION REFORM." Against Against Shareholder
9 A SHAREHOLDER PROPOSAL ENTITLED
"EXECUTIVES TO RETAIN SIGNIFICANT
STOCK." Against Against Shareholder
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COMPANY: APPLIED MATERIALS INC.
TICKER: AMAT
CUSIP: 038222105
MEETING
DATE: 3/9/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JUDY BRUNER For For Management
1.2 Elect Director XUN (ERIC) CHEN For For Management
1.3 Elect Director AART J. DE GEUS For For Management
1.4 Elect Director GARY E. DICKERSON For For Management
1.5 Elect Director STEPHEN R. FORREST For For Management
1.6 Elect Director THOMAS J. IANNOTTI For For Management
1.7 Elect Director ALEXANDER A. KARSNER For For Management
1.8 Elect Director ADRIANNA C. MA For For Management
1.9 Elect Director DENNIS D. POWELL For For Management
2 APPROVAL, ON AN ADVISORY BASIS,
OF THE COMPENSATION OF APPLIED
MATERIALS' NAMED EXECUTIVE OFFICERS
FOR FISCAL YEAR 2016. For For Management
3 APPROVAL, ON AN ADVISORY BASIS, OF
THE FREQUENCY OF HOLDING AN ADVISORY
VOTE ON EXECUTIVE COMPENSATION. 1-Year 1-Year Management
4 APPROVAL OF THE MATERIAL TERMS OF
THE PERFORMANCE GOALS FOR PURPOSES OF
SECTION 162(M) AND AN ANNUAL LIMIT ON
AWARDS TO NON-EMPLOYEE DIRECTORS UNDER
THE AMENDED AND RESTATED EMPLOYEE STOCK
INCENTIVE PLAN. For For Management
5 APPROVAL OF THE MATERIAL TERMS OF THE
PERFORMANCE GOALS FOR PURPOSES OF
SECTION 162(M) UNDER THE AMENDED AND
RESTATED SENIOR EXECUTIVE BONUS PLAN. For For Management
6 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS APPLIED MATERIALS'
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2017. For For Management
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COMPANY: ARISTA NETWORKS INC.
TICKER: ANET
CUSIP: 040413106
MEETING
DATE: 6/1/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MARK TEMPLETON For For Management
1.2 Elect Director NIKOS THEODOSOPOULOS For For Management
2 APPROVAL ON AN ADVISORY BASIS OF
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS. For For Management
3 TO RATIFY THE APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
OUR FISCAL YEAR ENDING
DECEMBER 31, 2017. For For Management
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COMPANY: BROADCOM LTD.
TICKER: AVGO
CUSIP: Y098271109
MEETING
DATE: 4/5/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director HOCK E. TAN For For Management
1.2 Elect Director JAMES V. DILLER For For Management
1.3 Elect Director LEWIS C. EGGEBRECHT For For Management
1.4 Elect Director KENNETH Y. HAO For For Management
1.5 Elect Director EDDY W. HARTENSTEIN For For Management
1.6 Elect Director CHECK KIAN LOW For For Management
1.7 Elect Director DONALD MACLEOD For For Management
1.8 Elect Director PETER J. MARKS For For Management
1.9 Elect Director DR. HENRY SAMUELI For For Management
2 TO APPROVE THE RE-APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS
BROADCOM'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM AND INDEPENDENT
SINGAPORE AUDITOR FOR THE FISCAL
YEAR ENDING OCTOBER 29, 2017 AND
TO AUTHORIZE THE AUDIT COMMITTEE
TO FIX ITS REMUNERATION, AS SET
FORTH IN BROADCOM'S NOTICE OF,
AND PROXY STATEMENT RELATING TO,
ITS 2017 ANNUAL GENERAL MEETING. For For Management
3 TO APPROVE THE GENERAL AUTHORIZATION
FOR THE DIRECTORS OF BROADCOM TO ALLOT
AND ISSUE SHARES IN OUR CAPITAL,
AS SET FORTH IN BROADCOM'S NOTICE OF,
AND PROXY STATEMENT RELATING TO,
ITS 2017 ANNUAL GENERAL MEETING. For For Management
4 TO APPROVE THE COMPENSATION OF
BROADCOM'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN "COMPENSATION
DISCUSSION AND ANALYSIS" AND IN
THE COMPENSATION TABLES AND
ACCOMPANYING NARRATIVE DISCLOSURE
UNDER "EXECUTIVE COMPENSATION" IN
BROADCOM'S PROXY STATEMENT RELATING
TO ITS 2017 ANNUAL GENERAL MEETING. For For Management
5 TO RECOMMEND THAT A NON-BINDING,
ADVISORY VOTE TO APPROVE THE
COMPENSATION OF THE BROADCOM'S
NAMED EXECUTIVE OFFICERS BE PUT
TO SHAREHOLDERS FOR THEIR
CONSIDERATION EVERY: ONE; TWO;
OR THREE YEARS, AS SET FORTH IN
BROADCOM'S NOTICE OF, AND PROXY
STATEMENT RELATING TO, ITS 2017
ANNUAL GENERAL MEETING. 1-Year 1-Year Management
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COMPANY: CISCO SYSTEMS INC.
TICKER: CSCO
CUSIP: 17275R102
MEETING
DATE: 12/12/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director CAROL A. BARTZ For For Management
1.2 Elect Director M. MICHELE BURNS For For Management
1.3 Elect Director MICHAEL D. CAPELLAS For For Management
1.4 Elect Director JOHN T. CHAMBERS For For Management
1.5 Elect Director AMY L. CHANG For For Management
1.6 Elect Director DR. JOHN L. HENNESSY For For Management
1.7 Elect Director DR. KRISTINA M. JOHNSON For For Management
1.8 Elect Director RODERICK C. MCGEARY For For Management
1.9 Elect Director CHARLES H. ROBBINS For For Management
1.10 Elect Director ARUN SARIN For For Management
1.11 Elect Director STEVEN M. WEST For For Management
2 APPROVAL, ON AN ADVISORY BASIS,
OF EXECUTIVE COMPENSATION. For For Management
3 RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS
CISCO'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2017. For For Management
4 APPROVAL TO REQUEST AN ANNUAL REPORT
RELATING TO CISCO'S LOBBYING POLICIES,
PROCEDURES AND ACTIVITIES. Against Against Shareholder
5 APPROVAL TO REQUEST A REPORT DISCLOSING
CERTAIN EMPLOYMENT DATA RELATING TO
CISCO'S ARAB AND NON-ARAB EMPLOYEES IN
ISRAEL-PALESTINE FOR EACH OF THE PAST
THREE YEARS. Against Against Shareholder
6 APPROVAL TO REQUEST THE BOARD TO FORM
A COMMITTEE TO REASSESS POLICIES AND
CRITERIA FOR DECISIONS WITH RESPECT
TO CISCO'S BUSINESS INVOLVEMENTS WITH
ISRAEL'S SETTLEMENTS. Against Against Shareholder
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COMPANY: FACEBOOK INC.
TICKER: FB
CUSIP: 30303M102
MEETING
DATE: 6/1/17
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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 REED HASTINGS For For Management
1.5 Elect Director JAN KOUM 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, 2017. For For Management
3 A STOCKHOLDER PROPOSAL REGARDING
CHANGE IN STOCKHOLDER VOTING. Against Against Shareholder
4 A STOCKHOLDER PROPOSAL REGARDING
A LOBBYING REPORT. Against Against Shareholder
5 A STOCKHOLDER PROPOSAL REGARDING
FALSE NEWS. Against Against Shareholder
6 A STOCKHOLDER PROPOSAL REGARDING
A GENDER PAY EQUITY REPORT. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING
AN INDEPENDENT CHAIR. Against Against Shareholder
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COMPANY: KLA-TENCOR CORPORATION
TICKER: KLAC
CUSIP: 482480100
MEETING
DATE: 11/2/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director EDWARD W. BARNHOLT For For Management
1.2 Elect Director ROBERT M. CALDERONI For For Management
1.3 Elect Director JOHN T. DICKSON For For Management
1.4 Elect Director EMIKO HIGASHI For For Management
1.5 Elect Director KEVIN J. KENNEDY For For Management
1.6 Elect Director GARY B. MOORE For For Management
1.7 Elect Director KIRAN M. PATEL For For Management
1.8 Elect Director ROBERT A. RANGO For For Management
1.9 Elect Director RICHARD P. WALLACE For For Management
1.10 Elect Director DAVID C. WANG For For Management
2 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JUNE 30, 2017. For For Management
3 APPROVAL ON A NON-BINDING, ADVISORY
BASIS OUR NAMED EXECUTIVE OFFICER
COMPENSATION. For For Management
==============================================================================
COMPANY: MICRON TECHNOLOGY INC.
TICKER: MU
CUSIP: 595112103
MEETING
DATE: 1/18/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ROBERT L. BAILEY For For Management
1.2 Elect Director RICHARD M. BEYER For For Management
1.3 Elect Director PATRICK J. BYRNE For For Management
1.4 Elect Director D. MARK DURCAN For For Management
1.5 Elect Director MERCEDES JOHNSON For For Management
1.6 Elect Director LAWRENCE N. MONDRY For For Management
1.7 Elect Director ROBERT E. SWITZ For For Management
2 TO APPROVE OUR AMENDED AND RESTATED
2007 EQUITY INCENTIVE PLAN AND INCREASE
THE SHARES RESERVED FOR ISSUANCE
THEREUNDER BY 30,000,000. For For Management
3 TO RATIFY THE ADOPTION OF OUR
SECTION 382 RIGHTS AGREEMENT. For For Management
4 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING AUGUST 31, 2017. For For Management
5 TO APPROVE A NON-BINDING RESOLUTION
TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS AS DESCRIBED
IN THE PROXY STATEMENT. For For Management
==============================================================================
COMPANY: MICROSOFT CORPORATION
TICKER: MSFT
CUSIP: 594918104
MEETING DATE: 11/30/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director WILLIAM H. GATES III For For Management
1.2 Elect Director TERI L. LIST-STOLL For For Management
1.3 Elect Director G. MASON MORFIT For For Management
1.4 Elect Director SATYA NADELLA For For Management
1.5 Elect Director CHARLES H. NOSKI For For Management
1.6 Elect Director HELMUT PANKE For For Management
1.7 Elect Director SANDRA E. PETERSON For For Management
1.8 Elect Director CHARLES W. SCHARF For For Management
1.9 Elect Director JOHN W. STANTON For For Management
1.10 Elect Director JOHN W. THOMPSON For For Management
1.11 Elect Director PADMASREE WARRIOR For For Management
2 ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION. For For Management
3 RATIFICATION OF DELOITTE & TOUCHE LLP
AS OUR INDEPENDENT AUDITOR FOR FISCAL
YEAR 2017. For For Management
4 APPROVAL OF AMENDMENT TO OUR AMENDED
AND RESTATED ARTICLES OF INCORPORATION. For For Management
5 APPROVAL OF FRENCH SUB PLAN UNDER
THE 2001 STOCK PLAN. For For Management
6 SHAREHOLDER PROPOSAL - REQUESTING
CERTAIN PROXY ACCESS BYLAW AMENDMENTS. Against Against Shareholder
==============================================================================
COMPANY: NETFLIX INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING
DATE: 6/6/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director REED HASTINGS For For Management
1.2 Elect Director JAY 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, 2017. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
4 ADVISORY APPROVAL OF THE FREQUENCY
OF VOTES ON THE COMPANY'S EXECUTIVE
OFFICER COMPENSATION. 1-Year 1-Year Management
5 STOCKHOLDER PROPOSAL REGARDING PROXY
ACCESS, IF PROPERLY PRESENTED AT THE
MEETING. Against Against Shareholder
6 STOCKHOLDER PROPOSAL REGARDING AN
ANNUAL SUSTAINABILITY REPORT, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
7 STOCKHOLDER PROPOSAL REGARDING AN
EMISSIONS REPORT, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
==============================================================================
COMPANY: NIKE INC.
TICKER: NKE
CUSIP: 654106103
MEETING
DATE: 9/22/16
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ALAN B. GRAF, JR. For For Management
1.2 Elect Director MICHELLE A. PELUSO For For Management
1.3 Elect Director PHYLLIS M. WISE For For Management
2 TO APPROVE EXECUTIVE COMPENSATION
BY AN ADVISORY VOTE. For For Management
3 TO APPROVE AN AMENDMENT TO THE
NIKE, INC. EMPLOYEE STOCK PURCHASE
PLAN. For For Management
4 TO CONSIDER A SHAREHOLDER PROPOSAL
REGARDING POLITICAL CONTRIBUTIONS
DISCLOSURE. Against Against Shareholder
5 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. For For Management
==============================================================================
COMPANY: NVIDIA CORPORATION
TICKER: NVDA
CUSIP: 67066G104
MEETING
DATE: 5/23/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ROBERT K. BURGESS For For Management
1.2 Elect Director TENCH COXE For For Management
1.3 Elect Director PERSIS S. DRELL For For Management
1.4 Elect Director JAMES C. GAITHER For For Management
1.5 Elect Director JEN-HSUN HUANG For For Management
1.6 Elect Director DAWN HUDSON For For Management
1.7 Elect Director HARVEY C. JONES For For Management
1.8 Elect Director MICHAEL G. MCCAFFERY For For Management
1.9 Elect Director WILLIAM J. MILLER For For Management
1.10 Elect Director MARK L. PERRY For For Management
1.11 Elect Director A. BROOKE SEAWELL For For Management
1.12 Elect Director MARK A. STEVENS For For Management
2 APPROVAL OF OUR EXECUTIVE COMPENSATION. For For Management
3 APPROVAL OF THE FREQUENCY OF HOLDING
A VOTE ON EXECUTIVE COMPENSATION. 1-Year 1-Year Management
4 RATIFICATION OF SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2018. For For Management
==============================================================================
COMPANY: NXP SEMICONDUCTORS N.V.
TICKER: NXPI
CUSIP: N6596X109
MEETING
DATE: 1/27/17
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Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
3A Elect Director STEVE MOLLENKOPF For For Management
3B Elect Director DEREK K. ABERLE For For Management
3C Elect Director GEORGE S. DAVIS For For Management
3D Elect Director DONALD J. ROSENBERG For For Management
3E Elect Director BRIAN MODOFF For For Management
4 THE PROPOSAL TO GRANT FULL AND FINAL
DISCHARGE TO EACH MEMBER ...(DUE TO
SPACE LIMITS, SEE PROXY MATERIAL FOR
FULL PROPOSAL). For For Management
5A THE PROPOSAL TO APPROVE OF THE ASSET
SALE AS REQUIRED UNDER ARTICLE 2:107A
OF THE DUTCH CIVIL CODE CONDITIONAL
UPON AND SUBJECT TO (I) BUYER HAVING
ACCEPTED FOR PAYMENT THE ACQUIRED
SHARES AND (II) THE NUMBER OF ACQUIRED
SHARES MEETING THE ASSET SALE THRESHOLD. For For Management
5B THE PROPOSAL TO (I) DISSOLVE NXP (II)
APPOINT STICHTING ...(DUE TO SPACE
LIMITS, SEE PROXY MATERIAL FOR FULL
PROPOSAL). For For Management
6A THE PROPOSAL TO AMEND NXP'S ARTICLES
OF ASSOCIATION, SUBJECT TO CLOSING. For For Management
6B THE PROPOSAL TO CONVERT NXP AND AMEND
THE ARTICLES OF ASSOCIATION, SUBJECT
TO DELISTING OF NXP FROM NASDAQ. For For Management
==============================================================================
COMPANY: (THE) PRICELINE GROUP INC.
TICKER: PCLN
CUSIP: 741503403
MEETING
DATE: 6/8/17
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director TIMOTHY M. ARMSTRONG For For Management
1.2 Elect Director JEFFERY H. BOYD For For Management
1.3 Elect Director JAN L. DOCTER For For Management
1.4 Elect Director JEFFREY E. EPSTEIN For For Management
1.5 Elect Director GLENN D. FOGEL For For Management
1.6 Elect Director JAMES M. GUYETTE For For Management
1.7 Elect Director ROBERT J. MYLOD, JR. For For Management
1.8 Elect Director CHARLES H. NOSKI For For Management
1.9 Elect Director NANCY B. PERETSMAN For For Management
1.10 Elect Director THOMAS E. ROTHMAN For For Management
1.11 Elect Director CRAIG W. RYDIN For For Management
1.12 Elect Director LYNN M. VOJVODICH For For Management
2 TO RATIFY THE SELECTION OF
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2017. For For Management
3 TO APPROVE ON A NON-BINDING ADVISORY
BASIS THE 2016 COMPENSATION PAID BY
THE COMPANY TO ITS NAMED EXECUTIVE
OFFICERS. For For Management
4 TO CAST A NON-BINDING ADVISORY VOTE
ON THE FREQUENCY OF FUTURE NON-BINDING
ADVISORY VOTES ON THE COMPENSATION
PAID BY THE COMPANY TO ITS NAMED
EXECUTIVE OFFICERS. 1-Year 1-Year Management
5 TO CONSIDER AND VOTE UPON A
NON-BINDING STOCKHOLDER PROPOSAL
CONCERNING SPECIAL MEETINGS. Against Against Shareholder
==============================================================================
COMPANY: SALESFORCE.COM INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 6/6/17
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
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 ROBIN L. WASHINGTON For For Management
1.10 Elect Director MAYNARD G. WEBB For For Management
1.11 Elect Director SUSAN D. WOJCICKI For For Management
2 APPROVAL TO AMEND OUR 2013 EQUITY
INCENTIVE PLAN, INCLUDING TO INCREASE
THE NUMBER OF SHARES AUTHORIZED FOR
GRANT BY 37 MILLION SHARES. For For Management
3 APPROVAL TO AMEND OUR 2004 EMPLOYEE
STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR
EMPLOYEE PURCHASE BY 8 MILLION SHARES. For For Management
4 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING
JANUARY 31, 2018. For For Management
5 TO APPROVE, ON AN ADVISORY BASIS,
THE FISCAL 2017 COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS. For For Management
6 TO RECOMMEND, BY NON-BINDING VOTE,
THE FREQUENCY OF EXECUTIVE COMPENSATION
VOTES. 1-Year 1-Year Management
7 A STOCKHOLDER PROPOSAL REQUESTING,
ON AN ADVISORY BASIS, ACTION TO ALLOW
STOCKHOLDERS TO REQUEST SPECIAL MEETINGS
OF STOCKHOLDERS. Against Against Shareholder
==============================================================================
COMPANY: SERVICENOW INC.
TICKER: NOW
CUSIP: 81762P102
MEETING
DATE: 6/13/17
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JOHN J. DONAHOE For For Management
1.2 Elect Director CHARLES H. GIANCARLO For For Management
1.3 Elect Director ANITA M. SANDS 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 2017. For For Management
==============================================================================
COMPANY: SPLUNK INC.
TICKER: SPLK
CUSIP: 848637104
MEETING
DATE: 6/8/17
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JOHN CONNORS For For Management
1.2 Elect Director PATRICIA MORRISON For For Management
1.3 Elect Director STEPHEN NEWBERRY 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, 2018. 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: TESLA MOTORS INC.
TICKER: TSLA
CUSIP: 88160R101
MEETING
DATE: 11/17/16
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1 A PROPOSAL TO ADOPT THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF JULY 31,
2016(AS IT MAY BE AMENDED FROM TIME TO
TIME, THE "MERGER AGREEMENT"), AMONG
TESLA MOTORS, INC. ("TESLA"), SOLARCITY
CORPORATION ("SOLARCITY"), AND D
SUBSIDIARY, INC., A WHOLLY OWNED
SUBSIDIARY OF TESLA ("MERGER SUB"),
PURSUANT TO WHICH MERGER SUB WILL
MERGE WITH AND INTO SOLARCITY (THE
"MERGER"), WITH SOLARCITY SURVIVING
THE MERGER AS A WHOLLY OWNED SUBSIDIARY
OF TESLA, AND TO APPROVE THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE MERGER AND THE ISSUANCE
OF TESLA COMMON STOCK, PAR VALUE $0.001
PER SHARE (THE "TESLA COMMON STOCK"),
TO SOLARCITY STOCKHOLDERS PURSUANT TO
THE MERGER (THE "TESLA MERGER AND
SHARE ISSUANCE PROPOSAL"). Against Against Shareholder
2 A PROPOSAL TO ADJOURN THE SPECIAL
MEETING OF TESLA STOCKHOLDERS (THE
"SPECIAL MEETING"), IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO APPROVE THE TESLA MERGER AND
SHARE ISSUANCE PROPOSAL. Against Against Shareholder
==============================================================================
COMPANY: TESLA INC.
TICKER: TSLA
CUSIP: 88160R101
MEETING
DATE: 11/17/16
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ELON MUSK For For Management
1.2 Elect Director ROBYN M. DENHOLM For For Management
1.3 Elect Director STEPHEN T. JURVETSON For For Management
2 A NON-BINDING ADVISORY VOTE ON THE
APPROVAL OF EXECUTIVE COMPENSATION. For For Management
3 A NON-BINDING ADVISORY VOTE ON THE
FREQUENCY OF EXECUTIVE COMPENSATION
VOTES. 3-Years 3-Years Management
4 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS TESLA'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2017. For For Management
5 A STOCKHOLDER PROPOSAL REGARDING
DECLASSIFICATION OF THE BOARD OF
DIRECTORS. Against Against Shareholder
==============================================================================
COMPANY: WORKDAY INC.
TICKER: WDAY
CUSIP: 98138H101
MEETING
DATE: 6/20/17
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director CHRISTA DAVIES For For Management
1.2 Elect Director MICHAEL A. STANKEY For For Management
1.3 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, 2018. For For Management
3 ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION. For For Management
==============================================================================
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.
The Berkshire Funds
-------------------
/s/ Malcolm R. Fobes III
------------------------
Malcolm R. Fobes III
President
August 31, 2017
---------------