BERKSHIRE HATHAWAY INC

In 2023, a corporation was successfully sued for a single case of discrimination against a white employee resulting in an award of more than $25 million,28 and the risk of being sued for such discrimination appears only to be rising.29 Berkshire’s subsidiaries have as many as 30,000 employees.30 Even if only a fraction of employees file suit, and only some of those prove successful, the cost to the subsidiaries could reach tens of billions of dollars. And that does not includenon-employee suits, such as from vendors negatively impacted by a subsidiary’s race-based policies.

19 https://www.scotusblog.com/case-files/cases/students-for-fair-admissions-inc-v-president-fellows-of-harvard-college/

20 https://ag.ks.gov/docs/default-source/documents/corporate-racial-discrimination-multistate letter.pdf

21 https://freebeacon.com/democrats/starbucks-hired-eric-holder-to-conduct-a-civil-rights-audit-the-policies-he blessed-got-the-coffee-maker-sued/

22 https://www.supremecourt.gov/opinions/23pdf/22-193_q86b.pdf

23 https://www.skadden.com/insights/publications/2024/06/quarterly-insights/supreme-court-lowers-the-bar; https://www.dailysignal.com/2024/04/17/supreme-court-just-made-easier-sue-employers-dei-policies/

24 https://www.geico.com/about/diversity-and-inclusion/

25 https://shawinc.com/Diversity

26 https://shawinc.com/shaw-suppliers/supplier-resources

27 https://cdn.fotlinc.com/pdf/sustainability/2023-Fruitful-Futures-Annual-Sustainability-Summary.pdf

28 https://whyy.org/articles/starbucks-shannon-phillips-lawsuit-new-jersey-federal-judge/

29 See, e.g., cases set forth at https://aflegal.org/litigation/?datefilter=&orderby=woke-corporations.

30 https://www.marmon.com/about-us/

Sensibly, many major companies have rolled back their DEI commitments and are laying off DEI departments.31 Alphabet and Meta cut DEI staff and DEI-related investments;32 Microsoft and Zoom laid off their entire DEI teams;33 Harley Davidson ceased its DEI efforts 34 as did Jack Daniels.35 Since Muldrow, John Deere publicly halted DEI-related policies 36 after Tractor Supply explicitly stated that it “eliminate[d] DEI roles and retire[d] our current DEI goals.”37 Notably, when Tractor Supply was the focus of Robby Starbuck’santi-DEI campaign for three weeks, which merely exposed the truth about its DEI programs, they lost almost $3 billion in market cap.38

Berkshire’s Board recommends a “no” vote on this proposal. The Board does not believe it is necessary or in the best interests of shareholders to oversee an independent racial discrimination audit that analyzes Berkshire’s legal and reputational risks from its subsidiaries’ race-based initiatives.

Berkshire is mindful of and committed to compliance with all laws and monitors changes to its legal obligations. Berkshire’s Audit Committee has the duty and responsibility to discuss guidelines and policies governing the process by which senior management of the Company assesses and manages the Company’s exposure to risk, including social risks such as diversity.

Berkshire encourages its leaders to execute policies and strategies that are tailored to the unique aspects of their business. The policies and practices adopted by Berkshire’s operating subsidiaries are appropriately established to reflect business needs.

Berkshire’s Code of Business Conduct and Ethics, applicable to directors, officers and employees of Berkshire and its subsidiaries, emphasizes, among other things, the commitment to ethics and compliance with government laws and regulations and provides standards for ethical and legal behavior of its employees, as well as providing a mechanism for reporting known or suspected ethical or legal violations.

Berkshire’s Board recommends that our shareholders vote against this proposal, supporting the long-standing business model that each business is individually responsible for developing and implementing policies and programs, consistent with laws and regulations.

Meredith Benton of Whistle Stop Capital on behalf of Myra K. Young owner of shares of Berkshire Common Stock with a value in excess of $2,000 for at least three years intends to present for action at the meeting the following proposal.

WHEREAS: Additional context and background for this request can be found at: https://whistlestop.capital/BRK.

Each year since 2021, overone-third of Berkshire’s independent shareholders supported a shareholder resolution asking that it release aggregated promotion, hiring, and retention rate data by gender, race, and ethnicity for its diverse employees. This data is needed to understand the effectiveness of the Berkshire companies’ efforts to ensure meritocratic workplaces. Berkshire has not made this information public, thus investors remain without assurance that diversity, equity, and inclusion (DEI) challenges are being well managed at Berkshire companies.

Studies have shown that employees often face discrimination in hiring and promotion as a result of their gender or race.39 Warren Buffett spoke to this at Berkshire’s 2023 annual meeting, stating that “if [I] had been born Black, a woman, or in a different country [I] wouldn’t nearly [have] enjoyed the same type of life [I] have].”

31 https://techcrunch.com/2024/07/29/dei-backlash-stay-up-to-date-on-the-latest-legal-and-corporate-challenges/

32 https://www.cnbc.com/2023/12/22/google-meta-other-tech-giants-cut-dei-programs-in-2023.html

33 https://www.businessinsider.com/microsoft-layoffs-dei-leader-email-2024-7; https://www.bloomberg.com/news/articles/2024-02-06/zoom-dei-workers-fired-in-recent-round-of-job-cuts

34 https://x.com/harleydavidson/status/1825564138032234994

35 https://www.foxnews.com/lifestyle/jack-daniels-renounces-woke-agenda-latest-iconic-us-brand-bring-sanity-back-business

36 https://x.com/JohnDeere/status/1813318977650847944

37 https://corporate.tractorsupply.com/newsroom/news-releases/news-releases-details/2024/Tractor-Supply-Company-Statement/default.aspx

38 https://www.washingtonexaminer.com/news/3183349/andi-dei-crusader-robby-starbuck-predicts-rout-big-business-trump-wins/

39 https://www.bloomberg.com/opinion/features/2024-07-29/white-men-the-most-likely-to-get-hired-even-with-dei-finds-research; https://mitsloan.mit.edu/ideas-made-to-matter/women-are-less-likely-men-to-be-promoted-heres-one-reason-why

Effective DEI programs are linked to significant benefits in financial performance, innovation, risk management, and reputation.

The benefits of diverse and inclusive teams include access to top talent, widened understanding of consumer preferences, broadened leadership skills, and improved risk management.

Racial and gender discrimination are also prohibited under the Civil Rights Act of 1964. Poor human capital management can lead to costly discrimination lawsuits and brand damage. As examples, within Berkshire companies: HomeServices of America paid $24.4 million to resolve allegations of lending discrimination and GEICO paid $6 million to settle a complaint it discriminated against women and others.43

Berkshire is a decentralized holding company. However, the Board remains responsible for ensuring the success of its companies and their ongoing contribution to shareholder value. Human capital oversight at the Board level will empower Berkshire’s companies to ensure meritocratic workplaces that allow each employee to excel on the basis of their own merits, regardless of their race, gender or other diversity characteristic.

RESOLVED: Shareholders request that Berkshire Hathaway designate a Board Committee to oversee the Company’s diversity and inclusion strategy across its holding companies.

Berkshire’s Board recommends a “no” vote on this proposal. A Board Committee to oversee the Company’s diversity and inclusion strategy is already in place and the Board believes this proposal is unnecessary.

As set forth in the Company’s Audit Committee Charter, the function of the Company’s Audit Committee is oversight. In 2022, the Company amended its Audit Committee Charter to clarify the Audit Committee’s duties and responsibilities, including its responsibility to “discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, including cybersecurity threats and environmental and social risks such as climate changeand diversity, respectively…”

Consistent with its Charter, the Audit Committee meets once every quarter, or more frequently if circumstances dictate, and its members discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, including diversity and inclusion. Further, to ensure long-term success for our shareholders, Berkshire encourages its leaders to execute policies and strategies that are tailored to the unique aspects of their business. The policies and practices adopted by Berkshire’s operating subsidiaries are appropriately established to reflect business needs.

Since Berkshire’s Audit Committee Charter already includes a review of policies and guidelines related to diversity, further designation of a Board committee to oversee the Company’s diversity and inclusion strategy is unnecessary. Accordingly, the Board recommends that our shareholders vote against this proposal.

40 https://www.asyousow.org/report-page/2023-capturing-the-diversity-benefit

41 https://www.researchgate.net/publication/380115625_ENHANCING_ORGANIZATIONAL_PERFORMANCE_THROUGH_ DIVERSITY_AND_INCLUSION_INITIATIVES_A_META-ANALYSIS

42 https://www.americanbanker.com/diversity-&-inclusion-yields-strongest-returns; https://www.pwc.com/us/en/governance-insights-center/annual-corporate-directors-survey/assets/pwc-2017-annual-corporate--directors--survey.pdf; https://www.bloomberg.com/news/articles/2019-09-17/when-companies-improve-their-diversity-stock-prices-get-a-boost

43 https://www.wsj.com/articles/berkshire-hathaway-owned-mortgage-lender-settles-redlining-allegations-11658940230; https://www.sfchronicle.com/business/networth/article/Geico-pays-6M-to-settle-insurance-discrimination-6465467.php

As You Sow Foundation, owner of shares of Berkshire Common Stock with a value in excess of $15,000 for at least two years intends to present for action at the meeting the following proposal.

WHEREAS: The United States is facing a nationwide, climate-related insurance crisis. Global insured losses from natural catastrophes in 2023 exceeded $100 billion for the fourth consecutive year.44 These growing losses have translated into dramatic insurance cost increases. Premiums nationwide rose 34% between 2017 and 2023, with prices increasing at a rate 40% faster than inflation.45 Insurance coverage has also declined in critical markets. In 2023, 12% of homeowners lacked insurance, up from 5% four years earlier, as states like California and Florida become uninsurable due to climate-driven disasters.46

Berkshire Hathaway Inc.’s Property & Casualty reinsurance business saw its losses increase from $9.8 billion in 2021 to $12.6 billion in 2023, and Berkshire’s Primary Insurance Group losses increased from $8.1 billion to $11.2 billion in the same time frame.47 Berkshire’s subsidiary AmGUARD recently announced it will drop over 50,000 homeowner and personal umbrella policies in California.48

Despite this growing insurance crisis, Berkshire continues to invest in and underwrite high-carbon business sectors, which exacerbates extreme weather and increases systemic climate risk. Berkshire holds $95.805 billion in fossil fuel-related shares and bonds.49 In its 2017 reporting to California, Berkshire indicated that fully 38% of its life insurance investments were in fossil fuel assets.50 Unlike most large insurance companies, Berkshire continues to underwrite new coal projects; its utility subsidiary, Berkshire Hathaway Energy, owns at least eleven coal power plants and has partial stakes in thirteen others.51

Berkshire’s current investments in the fossil fuel sector exacerbate physical climate risk to policyholders and to the Company itself, and increases portfolio risk to investors. Reducing its investment in the fossil fuel sector will help reduce climate risk. BloombergNEF concludes that to achieve the science-based, global goal of net zero emissions by 2050, the global financing ratio of investments in low-carbon energy to fossil fuels must reach a minimum of 4:1 by 2030.52

Disclosure of Berkshire’s current clean energy financing ratio will indicate to investors whether Berkshire is decreasing its contribution to climate change and investing in alignment with Paris climate goals or continuing to contribute to growing climate risk.

RESOLVED: Shareholders request that Berkshire annually disclose its clean energy financing ratio, defined as its total financing inlow-carbon energy as a proportion of its investment in fossil-fuel energy. The disclosure, prepared at reasonable expense and excluding confidential information, should describe the Company’s methodology, including what it classifies as “low carbon” and “fossil fuel.”

SUPPORTING STATEMENT: At Company discretion, the clean energy financing ratio should include all Berkshire’s material investment mechanisms, including debt, equity, and project finance.

Berkshire’s Board recommends a “no” vote on this proposal. The Board does not believe it is relevant, necessary or in the best interests of shareholders to disclose its “clean energy financing ratio.”

A clean energy financing ratio metric is primarily targeted at bank financing activities, examining transactions underwritten by banks for the energy sector. The metric is primarily utilized to measure progress toward a net zero or other emissions reduction goal intended to finance the transition to alow-carbon economy. However, the metric has not been widely utilized, even in the financial sector.

Berkshire is not a bank. The proposal’s effort to require disclosure of a ratio of total financing inlow-carbon energy as a portion of investment in fossil-fuel energy in investment mechanisms will not lead to the production of information that is meaningful to investors. Berkshire’s Board believes it would be imprudent to disclose such a ratio due to, among other reasons, the lack of any standardized calculation methodology. Significant variables such as economics, energy prices, the development and availability of new technologies, the influence of external policies and other factors render such a calculation of questionable value.

44 https://www.ft.com/content/28bbd550-76f2-4207-8d25-91f8be26972d

45 https://www.insurancejournal.com/news/national/2024/09/26/794409.htm; https://www.newyorker.com/news/the-financial-page/the-home-insurance-crisis-that-wont-end-after-hurricane-season

46 https://www.npr.org/2024/03/03/1233963377/auto-home-insuance-premiums-costs-natural-disasters-inflation

47 https://www.berkshirehathaway.com/2023ar/2023ar.pdfp.K-38, K-39

48 https://uphelp.org/over-50000-to-lose-homeowners-insurance-as-two-more-insurers-exit-california/

49 https://investinginclimatechaos.org/data

50 https://interactive.web.insurance.ca.gov/apex_extprd/f?p=250:40:16374315235923::NO

51 https://www.budget.senate.gov/imo/media/doc/Budget%20Committee%20Letters%20to%20Insurance%20Companies.pdf

52 https://assets.bbhub.io/professional/sites/24/BNEF-Bank-Financing-Report-Summary-2023.pdf

For the foregoing reasons, the Board recommends that our shareholders vote against this proposal.

Tulipshare Capital LLC, owner of shares of Berkshire Common Stock with a value in excess of $25,000 for at least one year intends to present for action at the meeting the following proposal.

RESOLVED: Shareholders request that Berkshire charter a new committee of independent directors on Artificial Intelligence (“AI”) to address risks associated with the development and deployment of AI systems across its own operations, portfolio companies, and new investments. The committee charter shall authorize the committee to meet with employees, customers, suppliers, and other relevant stakeholders at the discretion of the committee, and to retain independent consultants and experts as needed.

Supporting Statement: Shareholders support the responsible use of AI to drive growth, improve efficiency, and maintain competitiveness within Berkshire and its portfolio. However, AI technologies also pose regulatory, societal, and human rights risks that require proactive management. The White House Office of Science and Technology Policy’s ethical guidelines for AI stress the importance of safety, transparency, algorithmic fairness, and human oversight,53 and the National Institute of Standards and Technology established a “Risk Management Framework” outlining a proper approach to AI risk which evaluates harm to people, organizations, and ecosystems 54-all of which are increasingly relevant as AI usage expands across industries.

AI systems, if not responsibly governed, can cause significant harm, as seen when Amazon, Berkshire’s portfolio company, scrapped a biased hiring tool 55 and Alexa spread false claims about the 2020 US election, highlighting risks to fairness, public trust, and democracy.56 In 2024, Glass Lewis and ISS supported a shareholder proposal to Apple, another Berkshire portfolio company, arguing that improved transparency would allow shareholders to better evaluate the risks associated with the use of AI and would not be overly burdensome on the company.57

Berkshire’s substantial investments in AI-driven companies amplify the need for strong governance. As Warren Buffett has warned, the irreversible nature of AI development demands robust oversight to mitigate significant risks associated with its misuse and a lack of understanding.58 Without it, Berkshire risks falling behind in a rapidly evolving market, especially as institutional investors like Norges Bank publicly set its expectations regarding governance of AI by its portfolio companies,59 and Legal & General Investment Management has also promulgated its expectations for AI adoption 60 and publicly supported the AI proposal to Apple alongside Norges.61

Berkshire and its portfolio are increasingly exposed to financial, legal, and reputational risks as AI systems become more complex, fail to function as intended, or yield problematic outcomes.62 Companies failing to implement ethical AI governance face growing legal challenges, including lawsuits for discrimination and violations of privacy laws.63 An independent AI committee would help Berkshire anticipate risks, ensure regulatory compliance, avoid legal battles, and protect its reputation and consumer trust by establishing clear ethical AI guidelines.

We urge shareholders to support the creation of this independent AI committee to better manage the risks and opportunities of AI, ensuring the long-term value and reputation of our Company so that Berkshire remains at the forefront of responsible corporate governance in an increasingly AI-driven world.

53 https://www.whitehouse.gov/ostp/ai-bill-of-rights

54 https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.600-1.pdf

55 https://www.reuters.com/article/world/insight-amazon-scraps-secret-ai-recruiting-tool-that-showed-bias-against-women-idUSKCN1MK0AG/

56 https://www.washingtonpost.com/technology/2023/10/07/amazon-alexa-news-2020-election-misinformation/

57 https://corpgov.law.harvard.edu/2024/05/06/next-gen-governance-ais-role-in-shareholder-proposals/

58 https://www.cnn.com/2024/05/06/investing/warren-buffett-compares-ai-nuclear-weapons/index.html#:~:text=%E2%80%9CWe%20

let%20a%20genie%20out,way%20out%20of%20the%20bottle.%E2%80%9D : https://www.youtube.com/watch?v=TVIHfNKz-LM

59 https://www.nbim.no/en/publications/our-views/2023/responsible-artificial-intelligence/

60 https://blog.lgim.com/categories/esg-and-long-term-themes/how-well-press-for-safe-ai/

61 https://www.ft.com/content/387c446c-55e0-4f54-a4b4-80bf9d5bc2f3#:~:text=Norges%20Bank%20Investment%20Management%20and%20Legal%20&,shareholders%20respectively%2C

%20have%20said%20they%20will%20support

62 https://www.skadden.com/insights/publications/2024/09/insights-september-2024/developing-and-using-ai

63 https://legal.thomsonreuters.com/blog/the-key-legal-issues-with-gen-ai/

Berkshire’s Board recommends a “no” vote on this proposal. The Board does not believe that chartering a new committee of independent directors on Artificial Intelligence is necessary or in the best interests of shareholders.

The Board periodically receives updates on the major risks and opportunities of Berkshire’s operating businesses. Berkshire manages its operating businesses on an unusually decentralized basis and has minimal involvement in these businesses’day-to-day activities. The creation of a new, independent Board committee focused on Artificial Intelligence would be inconsistent with Berkshire’s culture and is unnecessary.

Consistent with Berkshire’s decentralized management model, Berkshire places the obligation to assess and manage risk on its subsidiaries; the subsidiaries are required to regularly assess and review their individual operations and compliance risks and document an annual risk assessment that captures the compliance risk areas set forth in Berkshire’s Prohibited Business Practices Policy (publicly available at https://berkshirehathaway.com/govern/pbpp-2024dec.pdf). This risk assessment is required to take into consideration the management of emerging risks to ensure compliance with applicable laws. Risks related to the use of new technologies such as Artificial Intelligence are specifically included in the scope of external risks examined by the subsidiaries.

Berkshire’s Governance, Compensation and Nominating Committee develops and recommends corporate governance guidelines applicable to the Company and its Audit Committee reviews how the Company assesses and manages the company’s exposure to risk. The Board believes that this governance structure, combined with the risk assessment obligations placed on its subsidiaries related to the use of Artificial Intelligence, provide an appropriate level of oversight at this time and an independent Artificial Intelligence committee is not needed. Accordingly, the Board recommends that our shareholders vote against this proposal.

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 Annual Meeting of Shareholders, 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 his or her best judgment, including upon any shareholder proposal about which the Corporation did not receive timely notice.