Berkshire Hathaway Inc. faces opposition to the re-election of directors from CalSTRS, Florida State Board of Administration and Trillium Asset Management, according to their proxy voting disclosures.
The $183.3 billion California State Teachers' Retirement System, West Sacramento, will vote against Susan L. Decker, Charlotte Guyman, Donald R. Keough, Thomas S. Murphy and Ronald L. Olson; all are independent directors except Mr. Olson.
The Tallahassee-based $177.9 billion FSBA, will vote against Messrs. Murphy and Olson.
Trillium Asset Management will vote against the election of all 11 directors, including Warren E. Buffett, chairman and CEO.
The C$140.8 billion (US$128 billion) Ontario Teachers' Pension Plan, Toronto, will vote in favor of the re-election of all directors.
Institutional Shareholder Services, a proxy-voting advisory firm, recommends its clients vote in support of electing all directors.
The FSBA opposed Mr. Murphy, chairman of the board's audit committee, because Berkshire Hathaway doesn't put the selection of the company's external auditor up for shareholder ratification, according to an FSBA statement. FSBA opposes Mr. Olson because he is “over boarded” serving on more than three outside boards in addition to full-time employment, as well as a potential conflict because Mr. Olson is “a partner at a law firm (Munger, Tolles & Olson LLP) that received approximately $5.6 million from the company for legal services” in 2013.
Trillium opposes all of the directors because of a lack of any minority representation on the board, said Jonas Kron, Trillium senior vice president-director shareholder advocacy.
CalSTRS, FSBA, Trillium and ISS will vote to require Berkshire Hathaway to conduct a non-binding shareholder vote on the executive compensation package every year, while OTPP will vote in favor of the company's recommendation of a three-year frequency.
In favoring a one-year frequency for say-on-pay voting, ISS said in a report, “A company providing triennial votes … would not know whether the shareholder vote references the compensation year being reported or a previous year, making it more difficult to understand the implications of the vote and detracting from its usefulness.”
All of the pension funds as well as Trillium and ISS oppose a shareholder proposal calling for the company to pay dividends.
Berkshire Hathaway hasn't paid a dividend since 1967, according to its 10-K filing. FSBA opposes the dividend proposal “due to (its) prescriptive nature … as balanced against the performance of the company,” according to the FSBA statement.
Trillium and ISS support a shareholder proposal calling for setting goals for reduction of greenhouse gas emissions and disclosure of such progress. The others oppose the proposal. FSBA opposes the greenhouse gas proposal because the company currently provides disclosure, the FSBA statement said.
FSBA holds 3.2 million Class B shares, or 0.275% of the total outstanding, Dennis D. MacKee, FSBA director of communications, said in an e-mail.
Berkshire Hathaway's annual meeting is Saturday.
