<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BERKSHIRE HATHAWAY INC.
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(Name of Registrant as Specified In Its Charter)
BERKSHIRE HATHAWAY INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1994
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of
Berkshire Hathaway Inc. will be held at the Orpheum Theater, 409 South 16th
Street, Omaha, Nebraska, on April 25, 1994 at 9:30 a.m. for the following
purposes:
1. To elect directors.
2. To consider and act upon any other matters that may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 8,
1994 as the record date for determining the shareholders having the right to
vote at the meeting or any adjournment thereof. A list of such shareholders
will be available for examination by a shareholder for any purpose germane to
the meeting during ordinary business hours at the offices of the Corporation at
1440 Kiewit Plaza, Omaha, Nebraska during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed proxy which is
solicited by the Board of Directors of the Corporation and will be voted as
indicated in the accompanying proxy statement and proxy. A return envelope is
provided which requires no postage if mailed in the United States. If mailed
elsewhere, foreign postage must be affixed.
By order of the Board of Directors
FORREST N. KRUTTER, Secretary
Omaha, Nebraska
March 17, 1994
A SHAREHOLDER MAY REQUEST ADMISSION TICKETS TO THE MEETING FOR
HIMSELF OR HERSELF AND FAMILY MEMBERS BY COMPLETING AND PROMPTLY
RETURNING TO THE COMPANY THE TICKET INFORMATION ENVELOPE ACCOMPANYING
THIS NOTICE. OTHERWISE, ADMISSION TICKETS MAY BE OBTAINED AT THE
MEETING BY PERSONS IDENTIFYING THEMSELVES AS SHAREHOLDERS AS OF THE
RECORD DATE. FOR A RECORD OWNER, POSSESSION OF A PROXY CARD WOULD BE
ADEQUATE IDENTIFICATION. FOR A BENEFICIAL-BUT-NOT-OF-RECORD OWNER, A
COPY OF A BROKER'S STATEMENT SHOWING SHARES HELD FOR HIS OR HER
BENEFIT ON MARCH 8, 1994 WOULD BE ADEQUATE IDENTIFICATION.
<PAGE> 3
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1994
This statement is furnished in connection with the solicitation by the
Board of Directors of Berkshire Hathaway Inc. (hereinafter "Berkshire" or the
"Corporation") of proxies in the accompanying form for the Annual Meeting of
the Shareholders to be held on Monday, April 25, 1994 and at any adjournment
thereof.
This proxy statement and the enclosed form of proxy were first sent to
shareholders on or about March 17, 1994.
If the form of proxy enclosed herewith is executed and returned as
requested, it may nevertheless be revoked at any time prior to exercise by
filing an instrument revoking it or a duly executed proxy bearing a later date.
Solicitation of proxies will be made solely by mail at the
Corporation's expense. The Corporation will reimburse brokerage firms, banks,
trustees and others for their actual out-of-pocket expenses in forwarding proxy
material to the beneficial owners of its common stock.
Issued common stock of the Corporation consists of 1,381,308 shares,
par value $5 per share, of which 203,558 shares are presently held by Berkshire
as Treasury shares. The remaining 1,177,750 outstanding shares are those
eligible to be voted at this meeting. Holders of record thereof as of March 8,
1994 will be entitled to one vote per share.
The presence at the meeting, in person or by proxy, of shareholders
holding in the aggregate a majority of the outstanding shares of the Company's
common stock entitled to vote shall constitute a quorum for the transaction of
business. A plurality of the votes properly cast for the election of directors
by the shareholders attending the meeting, in person or by proxy, will elect
directors to office. A majority of votes properly cast upon any question other
than election of directors shall decide the question. Abstentions and broker
non-votes will count for purposes of establishing a quorum, but will not count
as votes cast for the election of directors or any other question and
accordingly will have no effect.
Shareholders who send in proxies but attend the meeting in person may
vote directly if they prefer and withdraw their proxies or may allow their
proxies to be voted with the similar proxies sent in by other shareholders.
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<PAGE> 4
ELECTION OF DIRECTORS
At the 1994 Annual Meeting of Shareholders, a Board of Directors
consisting of six members will be elected, each to hold office until a
successor is elected and qualified, or until the director resigns, is removed
or becomes disqualified.
Each of the current directors of the Corporation is a nominee for
reelection. Certain information with respect to nominees for election as
directors is contained in the following table:
WARREN E. BUFFETT, age 63, has been a director of the Corporation since 1965
and has been its Chairman and Chief Executive Officer since 1970. Mr.
Buffett is a controlling person of the Corporation. He is also a
director of Capital Cities/ABC, Inc., The Coca-Cola Company, The
Gillette Company, Salomon Inc, and USAir Group, Inc.
HOWARD G. BUFFETT, age 39, was named a director of the Corporation on June 11,
1993. Since February 1992 Mr. Buffett has been Vice President,
Assistant to the Chairman and a Director of Archer Daniels Midland
Company, a company engaged principally in the business of processing
and merchandising agricultural commodities. From 1988 until joining
his current employer, Mr. Buffett was a member of the Douglas County,
Nebraska Board of Commissioners. He is also a director of Coca-Cola
Enterprises Inc.
SUSAN T. BUFFETT, age 61, has been a director of the Corporation since 1991.
Mrs. Buffett has not been employed in the past five years.
MALCOLM G. CHACE, III, age 59, has been a director of the Corporation since
1992. For more than the past five years, he has been a private
investor.
CHARLES T. MUNGER, age 70, has been a director and Vice Chairman of the
Corporation's Board of Directors since 1978. He is Chairman of the
Board of Directors of Wesco Financial Corporation, approximately
80%-owned by the Corporation. Mr. Munger is also Chairman of the Board
of Directors of Daily Journal Corporation and a director of Salomon
Inc and USAir Group, Inc.
WALTER SCOTT, JR., age 62, has been a director of the Corporation since 1988.
For more than the past five years, he has been Chairman of the Board
of Directors and Chief Executive Officer of Peter Kiewit Sons', Inc.,
a company engaged worldwide in construction, mining and
telecommunications. He is also a director of Burlington Resources
Inc., California Energy Company, Inc., C-TEC Corporation, ConAgra,
Inc., FirsTier Financial, Inc., MFS Communications Company, Inc., and
Valmont Industries Inc.
Warren E. Buffett and Susan T. Buffett are husband and wife. Howard G.
Buffett is the son of Warren and Susan Buffett. Otherwise, there is no family
relationship between any other officer or director of the Corporation.
When the accompanying proxy is properly executed and returned, the
shares it represents will be voted in accordance with the directions indicated
thereon or, if no direction is indicated, the shares will be voted in favor of
the election of the six nominees identified above. The Corporation expects each
nominee to be able to serve if elected, but if any notifies the Corporation
before this meeting that he or she is unable to do so, then the proxies will be
voted for the remainder of those nominated and, as designated by the Directors,
may be voted (i) for a substitute nominee or nominees, or (ii) to elect such
lesser number to constitute the whole Board as equals the number of nominees
who are able to serve.
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<PAGE> 5
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTORS COMPENSATION
Board of Directors' actions were taken in 1993 at the Annual Meeting
of Directors that followed the 1993 Annual Meeting of Shareholders, and
thereafter during the year Board actions were taken at two special meetings and
upon one other occasion by Directors' unanimous written consent. Each Director
attended all meetings of the Board and of the Committees of the Board on which
they served when a director, except for Mr. Chace who missed one Board meeting.
Mr. Scott is the member of the audit committee. The functions of the
audit committee are to ratify the selection of the independent auditors; review
the results of the annual audit; inquire into important internal control,
accounting and financial reporting matters; and report and make recommendations
to the full Board of Directors. The audit committee met twice during 1993. The
Corporation does not have standing nominating or compensation committees of the
Board of Directors.
Directors who are employees of the Corporation or its subsidiaries do
not receive fees for attendance at directors' meetings. Directors who are not
employees receive a fee of $900 for each meeting attended in person and $300
for participating in any meeting conducted by telephone. A director who serves
as a member of the audit committee receives additional fees of $1,000
quarterly. Directors are reimbursed for their out-of-pocket expenses incurred
in attending meetings of directors or shareholders.
EXECUTIVE COMPENSATION
The following table discloses the compensation received for the three
years ended December 31, 1993 by the Corporation's Chief Executive Officer, its
other executive officers at December 31, 1993, and an individual who served as
an executive officer during a portion of 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL
NAME AND ------------------- OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
-------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Warren E. Buffett 1993 $100,000 -- $205,200(4)
Chief Executive Officer/ 1992 100,000 -- 148,000(4)
Chairman of the Board 1991 100,000 --
Michael A. Goldberg(1) 1993 110,000 2,701,000 --
1992 110,000 2,553,000 --
1991 110,000 1,729,000
Marc D. Hamburg(2) 1993 170,000 -- 8,500(5)
Vice President/Chief 1992 138,000 -- 7,000(5)
Financial Officer
Charles T. Munger(3) 1993 100,000 -- 66,400(4)
Vice Chairman of the Board 1992 100,000 -- 37,000(4)
1991 100,000 --
</TABLE>
- -----------------------------
(1) Mr. Goldberg served as an executive officer through January 31, 1993.
The amounts shown above comprise his total compensation for 1993.
(2) Mr. Hamburg was designated an executive officer effective October 1,
1992.
(3) Mr. Munger is compensated by a Berkshire subsidiary.
(4) Represents directors fees received by Mr. Buffett and Mr. Munger from
certain non-subsidiary companies in which Berkshire has significant
investments.
(5) Represents contribution to a subsidiary's defined contribution plan in
which Mr. Hamburg participates.
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<PAGE> 6
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Berkshire's program regarding compensation of its executive officers
is different from most public corporations' programs. Mr. Warren E. Buffett
informs the Board of Directors as to the amount of his proposed remuneration
and that of Berkshire's other executive officers (including both salary and
bonus). Mr. Buffett has been paid an annual salary of $100,000 for each of the
last 13 years. Factors considered by Mr. Buffett are typically subjective,
such as his perception of the individual's performance and any planned change
in functional responsibility. Neither the profitability of the Corporation nor
the market value of its stock are considered in setting executive officer
remuneration (including both salary and bonus). Further, it is the
Corporation's policy that all compensation paid to its executive officers be
deductible under Internal Revenue Code Section 162(m).
From October 1, 1981 through January 31, 1993, Mr. Goldberg was
responsible for managing Berkshire's Insurance Group of businesses. During
that period he was eligible to receive a bonus based upon the Group's results
of operations. His annual bonus compensation, if any, was determined (i) in
part by the level of underwriting profits, (ii) in part by the level of
investable funds generated by the insurance operations, and (iii) in part by
market interest rates at which such funds could hypothetically be invested.
The bonus was calculated by combining a fixed percentage of the profit or loss
of the primary insurance operations and a fixed percentage of the investable
funds generated from certain reinsurance contracts. Profit or loss of the
primary insurance operations for this purpose is calculated by totaling pre-tax
underwriting profit or loss and income from investable funds at market interest
rates. No bonus is paid if the sum of the two components is negative.
On February 1, 1993, Mr. Goldberg relinquished his responsibilities
for the management of the Insurance Group, but he continues to be employed by
Berkshire and in addition to other duties, participates in decisions affecting
the Insurance Group. Berkshire's Insurance Group of businesses continues to
hold investable funds which were generated prior to February 1, 1993 and,
accordingly, Mr. Goldberg's bonus for 1993 was based on the same formula as was
used in prior years. Mr. Goldberg will again be eligible for a bonus in 1994
based upon the same formula as was employed in 1993. His remuneration for
years in which he is employed subsequent to 1994 will be determined by Mr.
Buffett.
Submitted by the Berkshire Hathaway Inc. Board of Directors
Warren E. Buffett, Chairman Malcolm G. Chace, III
Susan T. Buffett Charles T. Munger
Howard G. Buffett Walter Scott, Jr.
STOCK PERFORMANCE GRAPH
The following chart compares the subsequent value of $100 invested in
Berkshire Hathaway Inc. common stock on December 31, 1988 with a similar
investment in the Standard and Poor's 500 Stock Index and in the Standard and
Poor's Property - Casualty Insurance Index.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
[THE STOCK PERFORMANCE GRAPH APPEARS AT THIS LOCATION IN THE PROXY
STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS. A PAPER COPY OF THE
PERFORMANCE GRAPH HAS BEEN FILED SEPARATELY WITH THE COMMISSION UNDER
FORM SE.]
* Cumulative return for the Standard and Poor's indices based on
reinvestment of dividends.
** It would be difficult to develop a peer group of companies similar to
Berkshire. The Corporation owns subsidiaries engaged in a number of
diverse business activities of which the most important is the
property and casualty insurance business and, accordingly, management
has used the Standard and Poor's Property - Casualty Insurance Index
for comparative purposes.
4
<PAGE> 7
BOARD OF DIRECTORS
INTERLOCKS AND INSIDER PARTICIPATION
Warren E. Buffett, Chairman of Berkshire's Board of Directors, is an
employee of the Corporation. Charles T. Munger, Vice Chairman of Berkshire's
Board of Directors, is employed by a Berkshire subsidiary.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Warren E. Buffett, whose address is 1440 Kiewit Plaza, Omaha, NE
68131, a nominee for director, is the only person known to the Corporation to
be the beneficial owner of more than 5% of the Corporation's common stock.
Beneficial ownership of the Corporation's common stock on March 1, 1994 by Mr.
Buffett and by any other executive officers and directors of the Corporation
who own shares is shown in the following table:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF OUTSTANDING
NAME BENEFICIAL OWNERSHIP SHARES
---- -------------------- -----------
<S> <C> <C>
Warren E. Buffett . . . . . 479,242 shares -- sole investment and voting power(1) . . . . . . . . 40.7
Mr. Buffett has shared investment and voting power with respect
to 36,987 shares owned by Susan T. Buffett
Susan T. Buffett . . . . . 36,987 shares with respect to which investment and voting
power is shared with Warren E. Buffett . . . . . . . . . . . . . . . . 3.1
Howard G. Buffett . . . . . 10 shares -- sole investment and voting power . . . . . . . . . . . . *
Malcolm G. Chace, III . . . 4,270 shares -- sole investment and voting power . . . . . . . . . . . 0.4
9,221 shares -- shared investment and voting power(2) . . . . . . . . 0.8
Michael A. Goldberg . . . . 560 shares -- sole investment and voting power(3) . . . . . . . . . . *
Marc D. Hamburg . . . . . . 0 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Charles T. Munger . . . . . 20,044 shares -- sole investment and voting power . . . . . . . . . . 1.7
Walter Scott, Jr. . . . . . 100 shares -- sole investment and voting power(4) . . . . . . . . . . *
Directors and executive
officers as a group . . 550,434 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.7
</TABLE>
(1) Includes 474,998 shares (40.3%) owned directly and beneficially by Mr.
Buffett, and 4,244 shares (0.4%) owned by a trust of which Mr.
Buffett is sole trustee but with respect to which Mr. Buffett
disclaims any beneficial economic interest.
(2) Excluded are 1,690 shares in which Mr. Malcolm G. Chace, III has a
pecuniary interest but with respect to which he possesses neither
investment power nor voting power, and also does not include 54 shares
owned by Elizabeth Z. Chace, wife of Malcolm G. Chace, III.
(3) Includes 530 shares owned directly and beneficially by Mr. Goldberg,
and 30 shares owned by a trust of which Mr. Goldberg is sole trustee
but with respect to which Mr. Goldberg disclaims any beneficial
economic interest. Excludes 7 shares owned by Cheryl Goldberg, wife of
Michael A. Goldberg.
(4) Does not include 10 shares owned by Suzanne M. Scott, wife of Walter
Scott, Jr.
* less than 0.1%.
5
<PAGE> 8
REQUIREMENTS FOR REPORTING SECURITIES OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors, and persons who own more than
ten percent of a registered class of the Corporation's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Executive officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that during 1993 all
filing requirements applicable to its executive officers, directors, and
greater than ten-percent beneficial owners were complied with, except that a
report covering a sale transaction by Mr. Chace was filed late.
OTHER MATTERS
As of the date of this statement your management knows of no business
to be presented to the meeting that is not referred to in the accompanying
notice, other than the approval of the minutes of the last shareholders'
meeting, which action will not be construed as approval or disapproval of any
of the matters referred to in such minutes. As to other business that may
properly come before the meeting, it is intended that proxies properly executed
and returned will be voted in respect thereof at the discretion of the person
voting the proxies in accordance with the best judgment of the person voting
the proxies.
Deloitte & Touche served as the Corporation's independent public
accountants for 1993. Representatives from that firm will be present at the
meeting of shareholders, will be given the opportunity to make a statement if
they so desire, and will be available to respond to any appropriate questions.
The Corporation has not selected auditors for the current year, since its
normal practice is for the Board of Directors to make such selection after
mid-year.
ANNUAL REPORT
The Annual Report to the Shareholders for 1993 accompanies this proxy
statement, but is not deemed a part of the proxy soliciting material.
A COPY OF THE 1993 FORM 10-K REPORT AS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, EXCLUDING EXHIBITS, WILL BE MAILED TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO: FORREST N. KRUTTER,
SECRETARY, BERKSHIRE HATHAWAY INC., 1440 KIEWIT PLAZA, OMAHA, NEBRASKA 68131.
SUCH REQUEST MUST SET FORTH A GOOD-FAITH REPRESENTATION THAT THE REQUESTING
PARTY WAS EITHER A HOLDER OF RECORD OR A BENEFICIAL OWNER OF COMMON STOCK OF
THE CORPORATION ON MARCH 8, 1994. Exhibits to the Form 10-K will be mailed upon
similar request and payment of specified fees.
PROPOSALS OF SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in
the proxy statement for presentation at the 1995 Annual Meeting must be
received by the Corporation by November 17, 1994. The proposal must be in
accordance with the provisions of Rule 14a-8 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. It is suggested
the proposal be submitted by certified mail -- return receipt requested.
By order of the Board of Directors
FORREST N. KRUTTER, Secretary
Omaha, Nebraska
March 17, 1994
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<PAGE> 9
PROXY
BERKSHIRE HATHAWAY INC.
Annual Meeting of Shareholders to be held on April 25, 1994
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Marc D. Hamburg and Walter Scott, Jr.,
or either of them, as proxies, with power of substitution to each proxy and
substitute, to vote the Common Stock of the undersigned at the 1994 Annual
Meeting of Shareholders of Berkshire Hathaway Inc. and at any adjournment
thereof, as indicated on the reverse hereof on the proposal for Election of
Directors described in the Notice and Proxy Statement for such meeting and as
said proxies may determine in the exercise of their best judgment on any other
matters which may properly come before the meeting.
IF PROPERLY EXECUTED AND RETURNED, ON THE PROPOSAL FOR ELECTION OF
DIRECTORS, THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NOT SPECIFIED, WILL BE
VOTED FOR ELECTING ALL NOMINEES.
PLEASE SIGN ON REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE
<PAGE> 10
[X] Please mark votes as in this example.
Election of Directors:
NOMINEES: Warren E. Buffett, Susan T. Buffett, Howard G. Buffett, Charles T.
Munger, Malcolm G. Chace, III and Walter Scott, Jr.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
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[ ] For, except vote withheld from the above nominee(s):
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name appears. If acting as attorney, executor,
trustee or in represetative capacity, sign name and title.
Signature: Date
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Signature: Date
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