As filed with the Securities and Exchange Commission on August 27, 2012
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
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Investment Company Act file number 811-08043
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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)
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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
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Registrant's telephone number, including area code: 1-408-526-0707
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2011 - June 30, 2012
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
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COMPANY: ALEXION PHARMACEUTICALS, INC.
TICKER: ALXN
CUSIP: 015351109
MEETING
DATE: 5/7/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director LEONARD BELL For For Management
1.2 Elect Director MAX LINK For For Management
1.3 Elect Director WILLIAM R. KELLER For For Management
1.4 Elect Director JOSEPH A. MADRI For For Management
1.5 Elect Director LARRY L. MATHIS For For Management
1.6 Elect Director R. DOUGLAS NORBY For For Management
1.7 Elect Director ALVIN S. PARVEN For For Management
1.8 Elect Director ANDREAS RUMMELT For For Management
1.9 Elect Director ANN M. VENEMAN For For Management
2 RATIFICATION OF APPOINTMENT BY THE
BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS
ALEXION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM. For For Management
3 APPROVAL OF A NON-BINDING ADVISORY
VOTE OF THE COMPENSATION PAID TO
ALEXION'S NAMED EXECUTIVE OFFICERS. For For Management
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COMPANY: ALTERA CORPORATION
TICKER: ALTR
CUSIP: 021441100
MEETING
DATE: 5/8/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director JOHN P. DAANE For For Management
1.2 Elect Director T. MICHAEL NEVENS For For Management
1.3 Elect Director ELISHA W. FINNEY For For Management
1.4 Elect Director KEVIN MCGARITY For For Management
1.5 Elect Director KRISH A. PRABHU For For Management
1.6 Elect Director JOHN SHOEMAKER For For Management
1.7 Elect Director THOMAS H. WAECHTER For For Management
1.8 Elect Director SUSAN WANG For For Management
2 TO APPROVE AN AMENDMENT TO THE 2005
EQUITY INCENTIVE PLAN TO INCREASE BY
7,000,000 THE NUMBER OF SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE PLAN. For For Management
3 TO APPROVE A SECOND AMENDMENT TO
THE 2005 EQUITY INCENTIVE PLAN
REGARDING NON-EMPLOYEE DIRECTOR
EQUITY AWARDS. For For Management
4 TO APPROVE AN AMENDMENT TO THE 1987
EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE BY 1,000,000 THE NUMBER OF
SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE UNDER THE PLAN. For For Management
5 TO APPROVE AMENDMENTS TO OUR
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND BYLAWS TO ALLOW
ACTION BY WRITTEN CONSENT OF
STOCKHOLDERS. For For Management
6 TO APPROVE, ON AN ADVISORY BASIS,
NAMED EXECUTIVE OFFICER
COMPENSATION. For For Management
7 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. For For Management
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COMPANY: AMAZON.COM, INC.
TICKER: AMZN
CUSIP: 023135106
MEETING
DATE: 5/24/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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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 WILLIAM B. GORDON For For Management
1.5 Elect Director JAMIE S. GORELICK For For Management
1.6 Elect Director BLAKE G. KRIKORIAN For For Management
1.7 Elect Director ALAIN MONIE For For Management
1.8 Elect Director JONATHAN J. RUBINSTEIN For For Management
1.9 Elect Director THOMAS O. RYDER For For Management
1.10 Elect Director PATRICIA Q. STONESIFER For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. For For Management
3 APPROVAL OF THE MATERIAL TERMS OF
THE PERFORMANCE GOALS, AS AMENDED,
PURSUANT TO SECTION 162(M) OF THE
INTERNAL REVENUE CODE IN OUR 1997
STOCK INCENTIVE PLAN. For For Management
4 SHAREHOLDER PROPOSAL REGARDING AN
ASSESSMENT AND REPORT ON CLIMATE
CHANGE. Against Against Shareholder
5 SHAREHOLDER PROPOSAL CALLING FOR
CERTAIN DISCLOSURES REGARDING
CORPORATE POLITICAL CONTRIBUTIONS. Against Against Shareholder
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COMPANY: APPLE, INC.
TICKER: AAPL
CUSIP: 037833100
MEETING
DATE: 2/23/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director WILLIAM V. CAMPBELL For For Management
1.2 Elect Director TIMOTHY D. COOK For For Management
1.3 Elect Director MILLARD S. DREXLER For For Management
1.4 Elect Director AL GORE For For Management
1.5 Elect Director ROBERT A. IGER For For Management
1.6 Elect Director ANDREA JUNG For For Management
1.7 Elect Director ARTHUR D. LEVINSON For For Management
1.8 Elect Director RONALD D. SUGAR For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012. For For Management
3 ADVISORY VOTE ON EXECUTIVE
COMPENSATION. For For Management
4 A SHAREHOLDER PROPOSAL ENTITLED
"CONFLICT OF INTEREST REPORT." Against Against Shareholder
5 A SHAREHOLDER PROPOSAL ENTITLED
"SHAREHOLDER SAY ON DIRECTOR PAY." Against Against Shareholder
6 A SHAREHOLDER PROPOSAL ENTITLED
"REPORT ON POLITICAL CONTRIBUTIONS
AND EXPENDITURES." Against Against Shareholder
7 A SHAREHOLDER PROPOSAL ENTITLED
"ADOPT A MAJORITY VOTING STANDARD
FOR DIRECTOR ELECTIONS." Against Against Shareholder
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COMPANY: ARUBA NETWORKS, INC.
TICKER: ARUN
CUSIP: 043176106
MEETING
DATE: 12/15/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director DOMINIC P. ORR For For Management
1.2 Elect Director KEERTI MELKOTE For For Management
1.3 Elect Director BERNARD GUIDON For For Management
1.4 Elect Director EMMANUEL HERNANDEZ For For Management
1.5 Elect Director MICHAEL R. KOUREY For For Management
1.6 Elect Director DOUGLAS LEONE For For Management
1.7 Elect Director WILLEM P. ROELANDTS For For Management
1.8 Elect Director JUERGEN ROTTLER For For Management
1.9 Elect Director DANIEL WARMENHOVEN 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 JULY 31, 2012. For For Management
3 NON-BINDING ADVISORY VOTE ON
EXECUTIVE COMPENSATION. For For Management
4 NON-BINDING ADVISORY VOTE ON THE
FREQUENCY OF HOLDING FUTURE
ADVISORY VOTES ON EXECUTIVE
COMPENSATION. 1 Year 1 Year Management
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COMPANY: BROADCOM CORPORATION
TICKER: BRCM
CUSIP: 111320107
MEETING
DATE: 5/15/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director ROBERT J. FINOCCHIO, JR For For Management
1.2 Elect Director NANCY H. HANDEL For For Management
1.3 Elect Director EDDY W. HARTENSTEIN For For Management
1.4 Elect Director MARIA M. KLAWE, PH.D. For For Management
1.5 Elect Director JOHN E. MAJOR For For Management
1.6 Elect Director SCOTT A. MCGREGOR For For Management
1.7 Elect Director WILLIAM T. MORROW For For Management
1.8 Elect Director HENRY SAMUELI, PH.D. For For Management
1.9 Elect Director ROBERT E. SWITZ For For Management
2 TO APPROVE AN AMENDMENT AND
RESTATEMENT OF THE BROADCOM
CORPORATION 1998 EMPLOYEE STOCK
PURCHASE PLAN, AS PREVIOUSLY
AMENDED AND RESTATED, THAT WOULD
EXTEND THE TERM OF THE PLAN THROUGH
MAY 15, 2022, AND EFFECT VARIOUS
TECHNICAL REVISIONS AND
IMPROVEMENTS. For For Management
3 TO APPROVE THE ADOPTION OF THE
BROADCOM CORPORATION 2012 STOCK
INCENTIVE PLAN. For For Management
4 TO RATIFY THE APPOINTMENT OF KPMG LLP
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012. For For Management
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COMPANY: CHIPOTLE MEXICAN GRILL, INC.
TICKER: CMG
CUSIP: 169656105
MEETING
DATE: 5/31/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director STEVE ELLS For For Management
1.2 Elect Director PATRICK J. FLYNN For For Management
2 AN ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR EXECUTIVE
OFFICERS AS DISCLOSED IN OUR PROXY
STATEMENT. For For Management
3 RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012. For For Management
4 PROPOSAL TO DECLASSIFY THE BOARD OF
DIRECTORS. Against Against Shareholder
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COMPANY: EMC CORPORATION
TICKER: EMC
CUSIP: 268648102
MEETING
DATE: 3/1/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MICHAEL W. BROWN For For Management
1.2 Elect Director RANDOLPH L. COWEN For For Management
1.3 Elect Director GAIL DEEGAN For For Management
1.4 Elect Director JAMES S. DISTASIO For For Management
1.5 Elect Director JOHN R. EGAN For For Management
1.6 Elect Director EDMUND F. KELLY For For Management
1.7 Elect Director WINDLE B. PRIEM For For Management
1.8 Elect Director PAUL SAGAN For For Management
1.9 Elect Director DAVID N. STROHM For For Management
1.10 Elect Director JOSEPH M. TUCCI For For Management
2 RATIFICATION OF THE SELECTION BY THE
AUDIT COMMITTEE OF
PRICEWATERHOUSECOOPERS LLP AS
EMC'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2012,
AS DESCRIBED IN EMC'S PROXY
STATEMENT. For For Management
3 ADVISORY APPROVAL OF OUR EXECUTIVE
COMPENSATION, AS DESCRIBED IN EMC'S
PROXY STATEMENT. For For Management
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COMPANY: EXPEDIA, INC.
TICKER: EXPE
CUSIP: 30212P105
MEETING
DATE: 12/6/11
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1 APPROVAL OF AMENDMENTS TO EXPEDIA
AMENDED & RESTATED CERTIFICATE OF
INCORPORATION THAT WOULD EFFECT
SPIN-OFF OF TRIPADVISOR, INC. For For Management
2 APPROVAL OF AMENDMENTS TO THE
EXPEDIA AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
EFFECT A ONE-FOR-TWO REVERSE STOCK
SPLIT OF EXPEDIA COMMON STOCK AND
CLASS B COMMON STOCK. For For Management
3 APPROVAL AND ADOPTION OF A MERGER
AGREEMENT, UNDER WHICH A WHOLLY
OWNED SUBSIDIARY OF EXPEDIA WOULD
MERGE WITH AND INTO EXPEDIA, FOR THE
PURPOSE OF CONVERTING ALL SHARES OF
SERIES A PREFERRED STOCK INTO CASH. For For Management
4 APPROVAL OF THE ADDITION OF
PROVISIONS TO THE EXPEDIA AMENDED
AND RESTATED CERTIFICATE OF
INCORPORATION PURSUANT TO WHICH
EXPEDIA WOULD RENOUNCE ANY INTEREST
OR EXPECTANCY IN CERTAIN CORPORATE
OPPORTUNITIES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT. For For Management
5.1 Elect Director A. GEORGE "SKIP" BATTLE For For Management
5.2 Elect Director BARRY DILLER For For Management
5.3 Elect Director JONATHAN L. DOLGEN For For Management
5.4 Elect Director WILLIAM R. FITZGERA For For Management
5.5 Elect Director CRAIG A. JACOBSON For For Management
5.6 Elect Director VICTOR A. KAUFMAN For For Management
5.7 Elect Director PETER M. KERN For For Management
5.8 Elect Director DARA KHOSROWSHAHI For For Management
5.9 Elect Director JOHN C. MALONE For For Management
5.10 Elect Director JOSE A. TAZON For For Management
6 RATIFICATION OF APPOINTMENT OF ERNST
& YOUNG LLP AS EXPEDIA'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2011. For For Management
7 APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPENSATION OF EXPEDIA'S NAMED
EXECUTIVE OFFICERS. For For Management
8 ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON THE
COMPENSATION OF EXPEDIA'S NAMED
EXECUTIVE OFFICERS. 3 Years 3 Years Management
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COMPANY: F5 NETWORKS, INC.
TICKER: FFIV
CUSIP: 315616102
MEETING
DATE: 3/15/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1 ELECTION OF CLASS I DIRECTOR:
JONATHAN CHADWICK For For Management
2 RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2012. For For Management
3 ADVISORY VOTE ON COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS. For For Management
4 ADVISORY VOTE ON SHAREHOLDER
PROPOSAL REGARDING DECLASSIFICATION
OF OUR BOARD OF DIRECTORS, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: FORTINET INC.
TICKER: FTNT
CUSIP: 34959E109
MEETING
DATE: 6/14/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director CHENMING HU For For Management
1.2 Elect Director HONG LIANG LU For For Management
1.3 Elect Director KEN XIE For For Management
2 TO RATIFY THE APPOINTMENT OF DELOITTE
& TOUCHE LLP AS FORTINET'S
INDEPENDENT REGISTERED ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2012. For For Management
3 ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION. For For Management
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COMPANY: GOOGLE INC.
TICKER: GOOG
CUSIP: 38259P508
MEETING
DATE: 6/21/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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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 DIANE B. GREENE For For Management
1.6 Elect Director JOHN L. HENNESSY For For Management
1.7 Elect Director ANN MATHER For For Management
1.8 Elect Director PAUL S. OTELLINI For For Management
1.9 Elect Director K. RAM SHRIRAM For For Management
1.10 Elect Director SHIRLEY M. TILGHMAN For For Management
2 THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS GOOGLE'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. For For Management
3A PROPOSAL 3 - THE APPROVAL OF THE
ADOPTION OF GOOGLE'S FOURTH
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION*:
THE APPROVAL OF THE ADOPTION OF
AMENDMENTS TO GOOGLE'S THIRD
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO ESTABLISH THE CLASS
C CAPITAL STOCK AND TO MAKE CERTAIN
CLARIFYING CHANGES. For For Management
3B THE APPROVAL OF THE ADOPTION OF
AMENDMENTS TO GOOGLE'S THIRD
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF
CLASS A COMMON STOCK FROM 6 BILLION
TO 9 BILLION. For For Management
3C THE APPROVAL OF THE ADOPTION OF
AMENDMENTS TO GOOGLE'S THIRD
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO PROVIDE FOR THE
TREATMENT OF SHARES OF CLASS A
COMMON STOCK IN A MANNER THAT IS AT
LEAST AS FAVORABLE AS THE SHARES OF
CLASS B COMMON STOCK.
* EACH OF THE PROPOSALS COMPRISING
PROPOSAL 3 IS CROSS-CONDITIONED UPON
THE APPROVAL BY OUR STOCKHOLDERS
OF ALL OF THE PROPOSALS COMPRISING
PROPOSAL 3. NONE OF PROPOSALS 3A, 3B,
OR 3C WILL BE DEEMED APPROVED UNLESS
ALL OF THEM ARE APPROVED. THE
APPROVAL OF EACH OF THE PROPOSALS
COMPRISING PROPOSAL 3 SHALL
CONSTITUTE THE REQUISITE APPROVAL OF
THE ADOPTION OF GOOGLE'S FOURTH
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AS REQUIRED BY
DELAWARE LAW. For For Management
4 THE APPROVAL OF GOOGLE'S 2012 STOCK
PLAN. For For Management
5 THE APPROVAL OF GOOGLE'S 2012
INCENTIVE COMPENSATION PLAN FOR
EMPLOYEES AND CONSULTANTS OF
MOTOROLA MOBILITY. For For Management
6 A STOCKHOLDER PROPOSAL REGARDING
AN ADVISORY VOTE ON POLITICAL
CONTRIBUTIONS, IF PROPERLY PRESENTED
AT THE MEETING. Against Against Shareholder
7 A STOCKHOLDER PROPOSAL REGARDING
MANDATORY ARBITRATION OF CERTAIN
SHAREHOLDER CLAIMS, IF PROPERLY
PRESENTED AT THE MEETING. Against Against Shareholder
8 A STOCKHOLDER PROPOSAL REGARDING
EQUAL SHAREHOLDER VOTING, IF
PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder
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COMPANY: INTUITIVE SURGICAL, INC.
TICKER: ISRG
CUSIP: 46120E602
MEETING
DATE: 4/19/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director GARY S. GUTHART, PH.D. For For Management
1.2 Elect Director MARK J. RUBASH For For Management
1.3 Elect Director LONNIE M. SMITH For For Management
2 TO APPROVE THE AMENDMENT AND
RESTATEMENT OF THE COMPANY'S 2010
INCENTIVE AWARD PLAN. For For Management
3 TO APPROVE, BY ADVISORY VOTE, THE
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS. For For Management
4 TO APPROVE THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO
ELIMINATE THE CLASSIFIED STRUCTURE OF
THE BOARD AND TO PROVIDE FOR THE
ANNUAL ELECTION OF DIRECTORS. For For Management
5 THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012. For For Management
==============================================================================
COMPANY: JUNIPER NETWORKS, INC.
TICKER: JNPR
CUSIP: 48203R104
MEETING
DATE: 5/22/12
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Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director MERCEDES JOHNSON For For Management
1.2 Elect Director SCOTT KRIENS For For Management
1.3 Elect Director WILLIAM R. STENSRUD For For Management
2 RATIFICATION OF ERNST & YOUNG LLP, AN
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, AS AUDITORS FOR 2012. For For Management
3 APPROVAL OF THE PROPOSED AMENDMENT
TO THE JUNIPER NETWORKS, INC. 2006
EQUITY INCENTIVE PLAN THAT INCREASES
THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER. For For Management
4 APPROVAL OF THE PROPOSED AMENDMENT
TO THE JUNIPER NETWORKS, INC. 2008
EMPLOYEE STOCK PURCHASE PLAN THAT
INCREASES THE NUMBER OF SHARES
AVAILABLE FOR SALE THEREUNDER. For For Management
5 APPROVAL OF THE PROPOSED AMENDMENT
OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
JUNIPER NETWORKS, INC. TO DECLASSIFY
THE BOARD OF DIRECTORS. For For Management
6 APPROVAL OF A NON-BINDING ADVISORY
RESOLUTION ON JUNIPER NETWORKS,
INC.'S EXECUTIVE COMPENSATION. For For Management
==============================================================================
COMPANY: LINKEDIN CORPORATION
TICKER: LNKD
CUSIP: 53578A108
MEETING
DATE: 6/14/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
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1.1 Elect Director LESLIE KILGORE For For Management
1.2 Elect Director JEFFREY WEINER For For Management
2 ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION. For For Management
3 ADVISORY VOTE REGARDING THE
FREQUENCY OF THE ADVISORY VOTE ON
EXECUTIVE COMPENSATION. 3 Years 3 Years Management
4 RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS OF LINKEDIN CORPORATION
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012. For For Management
==============================================================================
COMPANY: LULULEMON ATHLETICA INC.
TICKER: LULU
CUSIP: 550021109
MEETING
DATE: 6/6/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director CHRISTINE M. DAY* For For Management
1.2 Elect Director MARTHA A.M. MORFITT* For For Management
1.3 Elect Director RHODA M. PITCHER* For For Management
1.4 Elect Director EMILY WHITE* For For Management
1.5 Elect Director JERRY STRITZKE** For For Management
2 TO APPROVE THE PERFORMANCE-BASED
EQUITY INCENTIVE PROVISIONS IN THE 2007
EQUITY INCENTIVE PLAN, AS AMENDED, AS
REQUIRED BY SECTION 162(M) OF THE
INTERNAL REVENUE CODE. For For Management
3 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING FEBRUARY 3, 2013. For For Management
==============================================================================
COMPANY: NETAPP, INC.
TICKER: NTAP
CUSIP: 64110D104
MEETING
DATE: 8/31/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director DANIEL J. WARMENHOVEN For For Management
1.2 Elect Director NICHOLAS G. MOORE For For Management
1.3 Elect Director THOMAS GEORGENS For For Management
1.4 Elect Director JEFFRY R. ALLEN For For Management
1.5 Elect Director ALAN L. EARHART For For Management
1.6 Elect Director GERALD HELD For For Management
1.7 Elect Director T. MICHAEL NEVENS For For Management
1.8 Elect Director GEORGE T. SHAHEEN For For Management
1.9 Elect Director ROBERT T. WALL For For Management
1.10 Elect Director RICHARD P. WALLACE For For Management
2 TO APPROVE AN AMENDMENT TO THE COMPANY'S
1999 STOCK OPTION PLAN (THE "1999 PLAN")
TO INCREASE THE SHARE RESERVE BY AN
ADDITIONAL 7,700,000 SHARES OF COMMON
STOCK AND TO APPROVE THE 1999 PLAN FOR
SECTION 162(M) PURPOSES TO ENABLE CERTAIN
AWARDS GRANTED UNDER THE 1999 PLAN TO
CONTINUE TO QUALIFY AS DEDUCTIBLE
"PERFORMANCE-BASED COMPENSATION" WITHIN
THE MEANING OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE. For For Management
3 TO APPROVE AN AMENDMENT TO THE COMPANY'S
EMPLOYEE STOCK PURCHASE PLAN ("PURCHASE
PLAN") TO INCREASE THE SHARE RESERVE BY
AN ADDITIONAL 3,500,000 SHARES OF COMMON
STOCK. For For Management
4 TO CONDUCT AN ADVISORY VOTE AND APPROVE
AN ADVISORY RESOLUTION ON NAMED EXECUTIVE
OFFICER COMPENSATION. For For Management
5 TO CONDUCT AN ADVISORY VOTE ON THE
FREQUENCY OF FUTURE ADVISORY VOTES ON
NAMED EXECUTIVE OFFICER COMPENSATION. For For Management
6 TO RATIFY THE APPOINTMENT OF DELOITTE
& TOUCHE LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR
ENDING APRIL 27, 2012. For For Management
==============================================================================
COMPANY: NETFLIX, INC.
TICKER: NFLX
CUSIP: 64110L106
MEETING
DATE: 6/1/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director RICHARD N. BARTON 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, 2012. For For Management
3 ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE OFFICER COMPENSATION. For For Management
4 CONSIDERATION OF A STOCKHOLDER
PROPOSAL IF PROPERLY BROUGHT
BEFORE THE MEETING TO REPEAL THE
COMPANY'S CLASSIFIED BOARD. Against Against Shareholder
5 CONSIDERATION OF A STOCKHOLDER
PROPOSAL IF PROPERLY BROUGHT
BEFORE THE MEETING REGARDING
SPECIAL SHAREOWNERS MEETINGS. Against Against Shareholder
==============================================================================
COMPANY: NETSUITE INC.
TICKER: N
CUSIP: 64118Q107
MEETING
DATE: 6/13/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director EVAN GOLDBERG For For Management
1.2 Elect Director STEVEN J. GOMO For For Management
1.3 Elect Director CATHERINE R. KINNEY For For Management
2 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. For For Management
==============================================================================
COMPANY: ORACLE CORPORATION
TICKER: ORCL
CUSIP: 68389X105
MEETING
DATE: 10/12/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JEFFREY S. BERG For For Management
1.2 Elect Director H. RAYMOND BINGHAM For For Management
1.3 Elect Director MICHAEL J. BOSKIN For For Management
1.4 Elect Director SAFRA A. CATZ For For Management
1.5 Elect Director BRUCE R. CHIZEN For For Management
1.6 Elect Director GEORGE H. CONRADES For For Management
1.7 Elect Director LAWRENCE J. ELLISON For For Management
1.8 Elect Director HECTOR GARCIA-MOLINA For For Management
1.9 Elect Director JEFFREY O. HENLEY For For Management
1.10 Elect Director MARK V. HURD For For Management
1.11 Elect Director DONALD L. LUCAS For For Management
1.12 Elect Director NAOMI O. SELIGMAN For For Management
2 ADVISORY VOTE ON EXECUTIVE
COMPENSATION. For For Management
3 ADVISORY VOTE ON THE FREQUENCY OF
FUTURE VOTES RELATING TO EXECUTIVE
COMPENSATION. None 1 Year Management
4 PROPOSAL TO RATIFY THE APPOINTMENT
OF ERNST & YOUNG AS THE INDEPENDENT
PUBLIC ACCOUNTING FIRM FOR FISCAL
2012. For For Management
5 ACT ON A STOCKHOLDER PROPOSAL
REGARDING EQUITY RETENTION. Against Against Shareholder
==============================================================================
COMPANY: PANERA BREAD COMPANY
TICKER: PNRA
CUSIP: 69840W108
MEETING
DATE: 3/17/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director DOMENIC COLASACCO For For Management
1.2 Elect Director THOMAS E. LYNCH For For Management
2 TO APPROVE, IN A NON-BINDING ADVISORY
VOTE, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS. For For Management
3 TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 25, 2012. For For Management
==============================================================================
COMPANY: PRICELINE.COM INCORPORATED
TICKER: PCLN
CUSIP: 741503403
MEETING
DATE: 6/7/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JEFFERY H. BOYD For For Management
1.2 Elect Director RALPH M. BAHNA For For Management
1.3 Elect Director HOWARD W. BARKER, JR. For For Management
1.4 Elect Director JAN L. DOCTER For For Management
1.5 Elect Director JEFFREY E. EPSTEIN For For Management
1.6 Elect Director JAMES M. GUYETTE For For Management
1.7 Elect Director NANCY B. PERETSMAN For For Management
1.8 Elect Director CRAIG W. RYDIN For For Management
2 TO RATIFY THE SELECTION OF DELOITTE &
TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2012. For For Management
3 TO APPROVE ON AN ADVISORY BASIS THE
COMPENSATION PAID BY THE COMPANY TO
OUR NAMED EXECUTIVE OFFICERS. For For Management
4 TO CONSIDER AND VOTE UPON A
STOCKHOLDER PROPOSAL ON
STOCKHOLDER ACTION BY WRITTEN
CONSENT. Against Against Shareholder
==============================================================================
COMPANY: RACKSPACE HOSTING, INC.
TICKER: RAX
CUSIP: 750086100
MEETING
DATE: 5/2/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director S. JAMES BISHKIN For For Management
1.2 Elect Director FRED REICHHELD For For Management
1.3 Elect Director MARK P. MELLIN For For Management
2 RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. For For Management
3 APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE AMENDED AND
RESTATED 2007 LONG TERM INCENTIVE
PLAN. For For Management
==============================================================================
COMPANY: RIVERBED TECHNOLOGY, INC.
TICKER: RVBD
CUSIP: 768573107
MEETING
DATE: 5/30/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director MICHAEL BOUSTRIDGE For For Management
1.2 Elect Director JERRY M. KENNELLY For For Management
2 TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
RIVERBED TECHNOLOGY, INC. FOR ITS
FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management
3 TO APPROVE, ON A NON-BINDING ADVISORY
BASIS, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN
THE PROXY STATEMENT. For For Management
==============================================================================
COMPANY: SALESFORCE.COM, INC.
TICKER: CRM
CUSIP: 79466L302
MEETING
DATE: 6/7/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director CRAIG RAMSEY For For Management
1.2 Elect Director SANFORD ROBERTSON For For Management
1.3 Elect Director MAYNARD WEBB For For Management
2 TO RATIFY THE APPOINTMENT OF ERNST
& YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JANUARY 31, 2013. For For Management
3 TO APPROVE, ON AN ADVISORY BASIS, NAMED
EXECUTIVE OFFICER COMPENSATION. For For Management
4 TO CONSIDER ONE STOCKHOLDER PROPOSAL
ENTITLED "PROPOSAL TO REPEAL CLASSIFIED
BOARD" IF PROPERLY PRESENTED AT THE
ANNUAL MEETING. Against Against Shareholder
==============================================================================
COMPANY: SINA CORPORATION
TICKER: SINA
CUSIP: G81477104
MEETING
DATE: 11/4/11
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director PEHONG CHEN For For Management
1.2 Elect Director LIP-BU TAN For For Management
2 RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS ZHONG TIAN
CPAS LIMITED COMPANY AS THE
INDEPENDENT AUDITORS OF THE
COMPANY. For For Management
==============================================================================
COMPANY: SOLARWINDS, INC.
TICKER: SWI
CUSIP: 83416B109
MEETING
DATE: 5/17/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ELLEN F. SIMINOFF For For Management
1.2 Elect Director LLOYD G. WATERHOUSE For For Management
2 RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012. For For Management
3 APPROVE, BY NON-BINDING BASIS, THE
COMPANY'S OVERALL EXECUTIVE
COMPENSATION PROGRAM, AS DESCRIBED
IN THE COMPENSATION DISCUSSION AND
ANALYSIS, THE COMPENSATION TABLES
AND THE RELATED NARRATIVES AND
OTHER MATERIALS IN THE PROXY
STATEMENT. For For Management
4 APPROVAL OF A STOCKHOLDER PROPOSAL
TO REQUEST BOARD TO INITIATE AN
APPROPRIATE PROCESS TO AMEND THE
COMPANY'S CERTIFICATE OF
INCORPORATION AND/OR BYLAWS TO
PROVIDE THAT DIRECTOR NOMINEES SHALL
BE ELECTED BY AFFIRMATIVE VOTE OF THE
MAJORITY OF VOTES CAST AT AN ANNUAL
MEETING OF STOCKHOLDERS, WITH A
PLURALITY VOTE STANDARD RETAINED
FOR CONTESTED DIRECTOR ELECTIONS. Against Against Shareholder
==============================================================================
COMPANY: STARBUCKS CORPORATION
TICKER: SBUX
CUSIP: 855244109
MEETING
DATE: 3/21/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director HOWARD SCHULTZ For For Management
1.2 Elect Director WILLIAM W. BRADLEY For For Management
1.3 Elect Director MELLODY HOBSON For For Management
1.4 Elect Director KEVIN R. JOHNSON For For Management
1.5 Elect Director OLDEN LEE For For Management
1.6 Elect Director JOSHUA COOPER RAMO For For Management
1.7 Elect Director JAMES G. SHENNAN, JR. For For Management
1.8 Elect Director CLARA SHIH For For Management
1.9 Elect Director JAVIER G. TERUEL For For Management
1.10 Elect Director MYRON E. ULLMAN, III For For Management
1.11 Elect Director CRAIG E. WEATHERUP For For Management
2 APPROVAL OF THE ADVISORY RESOLUTION
ON EXECUTIVE COMPENSATION. For For Management
3 APPROVAL OF AN AMENDMENT AND
RESTATEMENT OF THE EXECUTIVE
MANAGEMENT BONUS PLAN. For For Management
4 SELECTION OF DELOITTE & TOUCHE LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR
ENDING SEPTEMBER 30, 2012. For For Management
5 SHAREHOLDER PROPOSAL REGARDING
BOARD COMMITTEE ON SUSTAINABILITY. Against Against Shareholder
==============================================================================
COMPANY: TIBCO SOFTWARE INC.
TICKER: TIBX
CUSIP: 88632Q103
MEETING
DATE: 4/26/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director VIVEK Y. RANADIVE For For Management
1.2 Elect Director NANCI E. CALDWELL For For Management
1.3 Elect Director ERIC C.W. DUNN For For Management
1.4 Elect Director NARENDRA K. GUPTA For For Management
1.5 Elect Director PETER J. JOB For For Management
1.6 Elect Director PHILIP K. WOOD For For Management
2 APPROVAL OF THE AMENDMENT AND
RESTATEMENT TO TIBCO SOFTWARE INC.'S
2008 EQUITY INCENTIVE PLAN. For For Management
3 ADVISORY VOTE ON EXECUTIVE
COMPENSATION. For For Management
4 RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS
TIBCO SOFTWARE INC.'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
NOVEMBER 30, 2012. For For Management
==============================================================================
COMPANY: TRACTOR SUPPLY COMPANY
TICKER: TSCO
CUSIP: 892356106
MEETING
DATE: 5/3/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director JAMES F. WRIGHT For For Management
1.2 Elect Director JOHNSTON C. ADAMS For For Management
1.3 Elect Director PETER D. BEWLEY For For Management
1.4 Elect Director JACK C. BINGLEMAN For For Management
1.5 Elect Director RICHARD W. FROST For For Management
1.6 Elect Director CYNTHIA T. JAMISON For For Management
1.7 Elect Director GEORGE MACKENZIE For For Management
1.8 Elect Director EDNA K. MORRIS For For Management
2 TO RATIFY THE REAPPOINTMENT OF ERNST
& YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
29, 2012. For For Management
3 SAY ON PAY - AN ADVISORY VOTE TO
APPROVE EXECUTIVE COMPENSATION. For For Management
==============================================================================
COMPANY: ULTA SALON, COSMETICS & FRAGRANCE, INC.
TICKER: ULTA
CUSIP: 90384S303
MEETING
DATE: 5/31/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director ROBERT F. DIROMUALDO For For Management
1.2 Elect Director CATHERINE A. HALLIGAN For For Management
1.3 Elect Director LORNA E. NAGLER For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, FOR THE FISCAL YEAR
2012, ENDING FEBRUARY 2, 2013. For For Management
3 ADVISORY VOTE TO APPROVE THE
COMPANY'S EXECUTIVE COMPENSATION. For For Management
==============================================================================
COMPANY: UNDER ARMOUR, INC.
TICKER: UA
CUSIP: 904311107
MEETING
DATE: 5/1/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director KEVIN A. PLANK For For Management
1.2 Elect Director BYRON K. ADAMS, JR. For For Management
1.3 Elect Director DOUGLAS E. COLTHARP For For Management
1.4 Elect Director ANTHONY W. DEERING For For Management
1.5 Elect Director A.B. KRONGARD For For Management
1.6 Elect Director WILLIAM R. MCDERMOTT For For Management
1.7 Elect Director HARVEY L. SANDERS For For Management
1.8 Elect Director THOMAS J. SIPPEL For For Management
2 TO APPROVE, BY NON-BINDING VOTE, THE
COMPENSATION OF EXECUTIVES AS
DISCLOSED IN THE "EXECUTIVE
COMPENSATION" SECTION OF THE PROXY
STATEMENT, INCLUDING THE
COMPENSATION DISCUSSION AND ANALYSIS
AND TABLES. For For Management
3 TO APPROVE AN AMENDMENT TO OUR
AMENDED AND RESTATED 2005 OMNIBUS
LONG-TERM INCENTIVE PLAN RELATED TO
PERFORMANCE BASED EQUITY AWARDS. For For Management
4 RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. For For Management
==============================================================================
COMPANY: VMWARE, INC.
TICKER: VMW
CUSIP: 928563402
MEETING
DATE: 5/31/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
2 TO APPROVE, ON AN ADVISORY BASIS, THE
COMPENSATION OF VMWARE NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN
VMWARE'S PROXY STATEMENT. For For Management
3 TO RATIFY THE SELECTION BY THE AUDIT
COMMITTEE OF VMWARE'S BOARD OF
DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS
VMWARE'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2012. For For Management
==============================================================================
COMPANY: WHOLE FOODS MARKET, INC.
TICKER: WFM
CUSIP: 966837106
MEETING
DATE: 3/9/12
------------------------------------------------------------------------------
Mgmt Vote
# Proposal Rec Cast Sponsor
------------------------------------------------------------------------------
1.1 Elect Director D R. JOHN ELSTROTT For For Management
1.2 Elect Director GABRIELLE GREENE For For Management
1.3 Elect Director SHAHID (HASS) HASSAN For For Management
1.4 Elect Director STEPHANIE KUGELMAN For For Management
1.5 Elect Director JOHN MACKEY For For Management
1.6 Elect Director WALTER ROBB For For Management
1.7 Elect Director JONATHAN SEIFFER For For Management
1.8 Elect Director MORRIS (MO) SIEGEL For For Management
1.9 Elect Director JONATHAN SOKOLOFF For For Management
1.10 Elect Director DR. RALPH SORENSON For For Management
1.11 Elect Director W. (KIP) TINDELL, III For For Management
2 RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG, LLP AS INDEPENDENT
AUDITOR FOR THE COMPANY FOR FISCAL
YEAR 2012. For For Management
3 RATIFICATION OF THE COMPENSATION
PACKAGE GRANTED TO OUR NAMED
EXECUTIVE OFFICERS. For For Management
4 ADOPTION OF THE AMENDMENT TO
INCREASE THE COMPANY'S AUTHORIZED
SHARES OF COMMON STOCK TO 600 MILLION. For For Management
5 SHAREHOLDER PROPOSAL TO AMEND THE
COMPANY'S BYLAWS TO PERMIT REMOVAL OF
DIRECTORS WITH OR WITHOUT CAUSE. Against Against Shareholder
6 SHAREHOLDER PROPOSAL TO REQUIRE
THE COMPANY TO HAVE, WHENEVER
POSSIBLE, AN INDEPENDENT CHAIRMAN OF
THE BOARD OF DIRECTORS WHO HAS NOT
PREVIOUSLY SERVED AS AN EXECUTIVE
OFFICER OF THE COMPANY. Against Against Shareholder
==============================================================================
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 27, 2012
---------------