0001162044-17-000789.txt : 20170831 0001162044-17-000789.hdr.sgml : 20170831 20170831144437 ACCESSION NUMBER: 0001162044-17-000789 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170831 DATE AS OF CHANGE: 20170831 EFFECTIVENESS DATE: 20170831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE FUNDS CENTRAL INDEX KEY: 0001030979 IRS NUMBER: 770449050 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-08043 FILM NUMBER: 171063141 BUSINESS ADDRESS: STREET 1: C/O BERKSHIRE CAPITAL HOLDINGS INC STREET 2: 475 MILAN DR SUITE 103 CITY: SAN JOSE STATE: CA ZIP: 95134-2453 BUSINESS PHONE: 4085260707 MAIL ADDRESS: STREET 1: C/O BERKSHIRE CAPITAL HOLDINGS INC STREET 2: 475 MILAN DR SUITE 103 CITY: SAN JOSE STATE: CA ZIP: 95134 0001030979 S000004886 Berkshire Focus Fund C000013240 Berkshire Focus Fund BFOCX N-PX 1 berknpx201708.txt As filed with the Securities and Exchange Commission on August 31, 2017 ------------------------------------------------------------------------------ ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY ----------------------------------------------------------- Investment Company Act file number 811-08043 ----------------------------------------------------------- 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) ----------------------------------------------------------- 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 ----------------------------------------------------------- Registrant's telephone number, including area code: 1-408-526-0707 ----------------------------------------------------------- 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 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: ADVANCED MICRO DEVICES INC. TICKER: AMD CUSIP: 007903107 MEETING DATE: 4/26/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: ALIBABA GROUP HOLDING LTD. TICKER: BABA CUSIP: 01609W102 MEETING DATE: 10/13/16 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: ALPHABET INC. TICKER: GOOGL CUSIP: 02079K305 MEETING DATE: 6/7/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: AMAZON.COM INC. TICKER: AMZN CUSIP: 023135106 MEETING DATE: 5/23/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: APPLE INC. TICKER: AAPL CUSIP: 037833100 MEETING DATE: 2/28/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: APPLIED MATERIALS INC. TICKER: AMAT CUSIP: 038222105 MEETING DATE: 3/9/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: ARISTA NETWORKS INC. TICKER: ANET CUSIP: 040413106 MEETING DATE: 6/1/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: BROADCOM LTD. TICKER: AVGO CUSIP: Y098271109 MEETING DATE: 4/5/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: CISCO SYSTEMS INC. TICKER: CSCO CUSIP: 17275R102 MEETING DATE: 12/12/16 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: FACEBOOK INC. TICKER: FB CUSIP: 30303M102 MEETING DATE: 6/1/17 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ============================================================================== COMPANY: KLA-TENCOR CORPORATION TICKER: KLAC CUSIP: 482480100 MEETING DATE: 11/2/16 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 ---------------