Berkshire Hathaway Inc

This management proposal requests a non-binding advisory vote authorizing shareholders to approve the compensation paid to Berkshire’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and related tables and narrative. Management is seeking this advisory approval as required by Section 14A of the Exchange Act to obtain shareholder feedback on executive pay practices; although non-binding, the Board and its Governance, Compensation and Nominating Committee state they will consider the vote results when evaluating future compensation decisions. Contextually, Berkshire’s compensation practices are atypical—longstanding fixed CEO base pay for Warren Buffett, decentralized compensation arrangements across operating subsidiaries, and subjective determinations for certain senior executives—so the advisory vote provides a mechanism for shareholders to express support or concern. The Board highlights prior strong shareholder support (91.2% in 2023) and indicates that given prior results it did not see reason to change compensation policies then. The recommendation to vote FOR reflects the Board’s view that disclosed compensation is appropriate and consistent with Berkshire’s governance and operational structure. Because the vote is advisory, it does not alter compensation contracts or create binding obligations, but a significant negative vote could prompt the Board and committee to investigate causes and potentially adjust practices or disclosure. Investors should weigh Berkshire’s decentralized management model, the role of long-tenured executives, and recent leadership transition (new CEO effective Jan 1, 2026) when assessing the proposal’s implications for oversight and alignment of pay with performance. The proposal interacts with governance considerations—how compensation decisions are made across subsidiaries—and with investor expectations for transparency and accountability in pay practices. While the Board argues past shareholder support and its compensation processes justify a favorable vote, sophisticated analysts should monitor future vote outcomes as potential signals of investor sentiment regarding executive pay and governance changes amid the CEO transition.

This management proposal asks shareholders, on a non-binding basis, to indicate their preference for how often the advisory 'say-on-pay' vote on executive compensation should be held: annually, biennially, triennially, or to abstain. The Board recommends a triennial (every three years) frequency, citing that this interval is most appropriate for conducting and responding to the say-on-pay vote for Berkshire, while noting shareholders may raise specific concerns between votes. The vote is required by Section 14A of the Exchange Act at least once every six years; management’s recommendation reflects a judgment that a three-year cadence balances responsiveness to investor input with stability in governance and sufficient time to assess the effects of any compensation changes. Given Berkshire’s decentralized structure and the Board’s view on compensation-setting (including historical practices around Buffett’s pay and delegation of subsidiary compensation), a three-year cycle aligns with management’s expectation for continuity and avoids over-frequent advisory votes that may not meaningfully influence long-term compensation policy. The choice is non-binding but will be considered by the Board and Governance Committee when determining future frequency. Investors evaluating this item should consider whether more frequent feedback mechanisms are warranted in the context of Berkshire’s leadership transition and evolving investor expectations. A vote for 'every three years' signals assent to management’s preference; a different outcome could prompt the Board to reconsider engagement and disclosure practices to address investor concerns in between formal votes.

The shareholder proponent, Myra K. Young (via Whistle Stop Capital/Meredith Benton), contends that Berkshire’s highly decentralized operating model poses material human-capital risks and that investors lack transparency on how the Board oversees workforce matters across subsidiaries; the proponent requests a report disclosing the Board’s oversight framework to enhance continuity during leadership transition, enable cross-subsidiary learning, improve risk management, and strengthen investor confidence. The proposal cites examples (NetJets pilot union concerns, Lubrizol safety incidents) to argue that workforce practices can generate significant safety, legal, and operational risks with material financial impact and that inconsistent human-capital approaches across the portfolio increase exposure. Management opposes the proposal, arguing Berkshire’s longstanding decentralized model intentionally places workforce policy decisions with individual operating businesses and that Board oversight and committee charters (Corporate Governance Guidelines, Audit Committee, Governance Committee) already address risk oversight without requiring the requested report. The Board emphasizes that preparing the report would not be a valuable use of resources and that existing governance documents provide shareholders avenues to understand oversight responsibilities. For sophisticated evaluation, relevant factors include Berkshire’s unique governance model, the degree to which centralized reporting would be feasible or meaningful across diverse industries, potential costs and proprietary sensitivities, and whether a negative vote might signal investor demand for enhanced disclosure amid a CEO transition. Analysts should consider the operational examples cited by the proponent, the Board’s reference to existing governance frameworks, recent incidents at subsidiaries that could influence investor perception, and how other diversified conglomerates handle board-level human-capital oversight. The controversy centers on the tradeoff between decentralized operational autonomy (and its benefits) versus centralized reporting and oversight that could improve transparency and risk management across a large, varied portfolio; the Board’s opposition and proxy-card recommendation to vote AGAINST suggest management expects continued reliance on decentralized oversight absent significant investor pressure.

This agenda item reserves consideration of any other business properly presented at the Annual Meeting, including routine matters such as approval of prior meeting minutes or unexpected proposals. It grants the named proxies discretion to vote on such matters if presented and not specified on the proxy card. For shareholders, such items are typically uncertain in content and impact; management’s approach is to exercise proxy discretion prudently consistent with shareholder interests. The presence of this catch-all item is standard practice to ensure conduct of the meeting if procedural or unforeseen matters arise, but it can encompass substantive matters only if properly presented and admitted under applicable rules. Analysts should note that while proxies may be voted at management’s discretion, significant or controversial items not disclosed in the proxy materials may draw shareholder scrutiny and require supplemental disclosure or subsequent votes. Given Berkshire’s proxy statement indicates no known additional business as of the filing, the practical likelihood of substantive last-minute matters appears low, though shareholders should monitor meeting proceedings. The Board’s direction that proxies may vote at their discretion underscores that outcomes on such matters will be determined by the proxies’ judgment and prevailing quorum/vote thresholds.