UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION) | (COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
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| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continue Listing Rule or Standard; Transfer of Listing |
As described under Item 5.02, on February 14, 2022, Thomas S. Murphy resigned from Berkshire Hathaway’s Board of Directors. Prior to Mr. Murphy’s resignation, the Board of Directors was comprised of eight independent directors and seven non-independent directors. Mr. Murphy was an independent director and as a result of Mr. Murphy’s resignation, the Board of Directors is not currently comprised of a majority of independent directors as required by Section 303A.01 of the NYSE Listed Company Manual.
On February 15, 2022, as required by Section 303A.12 of the NYSE Listed Company Manual, Berkshire Hathaway submitted an interim written affirmation to the NYSE as a notice of noncompliance with Section 303A.01 of the NYSE Listed Company Manual. On February 16, 2022, the Company received an official notice of noncompliance from the NYSE. The NYSE notice stated that the Company will need to correct the noncompliance as promptly as practicable. It is the intention of the Berkshire Hathaway Board of Directors to appoint a new independent director as soon as practicable.
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 14, 2022, Thomas S. Murphy resigned from Berkshire Hathaway’s Board of Directors.
Berkshire Hathaway issued a press release announcing Mr. Murphy’s resignation from Berkshire’s Board of Directors. A copy of the press release is attached as Exhibit 99.1.
| ITEM 9.01 | Financial Statements and Exhibits |
| 99.1 | Press Release issued by Berkshire Hathaway Inc. dated February 14, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| February 18, 2022 | BERKSHIRE HATHAWAY INC. | |||||
| /s/ Marc D. Hamburg | ||||||
| By: | Marc D. Hamburg | |||||
| Senior Vice President and Chief Financial Officer | ||||||
EXHIBIT 99.1
BERKSHIRE HATHAWAY INC.
NEWS RELEASE
| FOR IMMEDIATE RELEASE | February 14, 2022 |
Omaha, NE (BRK.A; BRK.B) –
Tom Murphy, a member of Berkshire Hathaway’s Board of Directors since 2003, has resigned from Berkshire’s Board effective today.
Warren Buffett, Berkshire’s Chairman and CEO, issued the following statement. “Tom Murphy has taught me more about running a business than any other person. We have been friends and mental partners for more than 50 years. My only regret is that I didn’t meet him earlier. Tom phoned me today and said that recovering from a recent bout with Covid convinced him that he would feel more comfortable ending his activities at Berkshire. I accepted his wish. He will continue as a major shareholder and friend.”
About Berkshire
Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing and services. Common stock of the company is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
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Contact
Marc D. Hamburg
402-346-1400