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.) |
| (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:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
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 Section13(a) of the Exchange Act. ☐
| ITEM 2.02 | Results of Operations and Financial Condition. |
On May 2, 2026, Berkshire Hathaway Inc. (“Berkshire” or “Company”) issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference.
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) As previously announced, Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s Chief Financial Officer on June 1, 2026. In his new role, Mr. Chang will be paid an annual cash salary of $8,000,000.
(e) In connection with Mr. Hamburg’s retirement as Berkshire’s Chief Financial Officer and in recognition of Mr. Hamburg’s many decades of service, Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037. Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year.
| ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year |
(a) On May 3, 2026, the Board of Directors of Berkshire (the “Board”) voted to amend and restate Berkshire’s By-Laws effective immediately. The primary purpose of the amendment was to update the officer roles and responsibilities to conform to Berkshire’s current operating structure. Changes were made to Sections 4 (Officers and Agents), 6 (Capital Stock) and 10 (Execution of Papers) of Berkshire’s By-Laws. The foregoing description of the amendment and restatement of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws attached hereto as Exhibit 3(ii) and incorporated by reference.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
On May 2, 2026, Berkshire held an annual meeting of its shareholders. The agenda items for the meeting along with the vote of the Company’s Class A and Class B common shareholders voting together as a single class with respect to each of the agenda items are shown below. There were four items acted on at that meeting as follows: 1) Election of Directors; 2) A non-binding resolution to approve the compensation of the Company’s Named Executive Officers; 3) A non-binding resolution to determine the frequency with which shareholders shall be entitled to have an advisory vote on executive compensation; 4) A shareholder proposal requesting that the Company issue a report disclosing the Board’s oversight framework for workforce and human-capital management across its operating subsidiaries.
| Proposal 1 – Election of Directors |
| For | Withheld | |||||||
| Gregory E. Abel |
431,852 | 3,454 | ||||||
| Howard G. Buffett |
428,007 | 7,299 | ||||||
| Susan A. Buffett |
427,052 | 8,254 | ||||||
| Warren E. Buffett |
424,675 | 10,631 | ||||||
| Stephen B. Burke |
403,648 | 31,658 | ||||||
| Kenneth I. Chenault |
410,696 | 24,610 | ||||||
| Christopher C. Davis |
426,119 | 9,187 | ||||||
| Susan L. Decker |
386,648 | 48,658 | ||||||
| Charlotte Guyman |
381,226 | 54,080 | ||||||
| Ajit Jain |
430,489 | 4,817 | ||||||
| Thomas S. Murphy, Jr. |
410,831 | 24,475 | ||||||
| Wallace R. Weitz |
429,478 | 5,828 | ||||||
| Meryl B. Witmer |
427,348 | 7,958 | ||||||
The results of the other matters acted upon at the meeting were as follows.
| For | Against | Abstain | ||||||||||
| Proposal 2 – Advisory vote on executive compensation |
403,351 | 30,251 | 1,703 | |||||||||
| 1 year | 2 years | 3 years | Abstain | |||||||||||||
| Proposal 3 – Advisory vote on the frequency of an advisory vote on executive compensation |
143,050 | 1,715 | 288,858 | 924 | ||||||||||||
| For | Against | Abstain | ||||||||||
| Proposal 4 – Shareholder proposal |
65,023 | 367,387 | 2,895 | |||||||||
| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit 3(ii) | By-Laws (as amended and restated on May 3, 2026) | |
| Exhibit 99.1 | Berkshire Hathaway Inc. Earnings Release Dated May 2, 2026 | |
| Exhibit 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.
| May 7, 2026 | BERKSHIRE HATHAWAY INC. | |||||
| /s/ Marc D. Hamburg | ||||||
| By: Marc D. Hamburg | ||||||
| Senior Vice President and Chief Financial Officer | ||||||