BERKSHIRE HATHAWAY INC CLASS B (BRK.B)
Sector: Financials
2026 Annual Meeting Analysis
BERKSHIRE HATHAWAY INC CLASS B · Meeting: May 2, 2026
Directors FOR
11
Directors AGAINST
2
Say on Pay
FOR
Auditor
N/A
Director Elections
Election of Directors
Against Analysis
Howard Buffett is the son of Warren Buffett, Berkshire's controlling shareholder and Chairman, which triggers the familial relationship policy concern; despite being classified as non-independent (correctly, given the family tie), his proximity to the controlling shareholder raises a governance concern, and the policy directs a No vote for directors with familial relationships to senior management or controlling shareholders.
Susan Buffett is the daughter of Warren Buffett, Berkshire's controlling shareholder and Chairman, which triggers the familial relationship policy concern; she is correctly not classified as independent, but her direct family relationship to the controlling shareholder is a governance red flag under the policy.
For Analysis
Abel became CEO on January 1, 2026 and has served as a director since 2018 with deep operational experience at Berkshire; Berkshire's 3-year total return of approximately 117% (per the proxy's 5-year data) meaningfully exceeds the ^GSPC — S&P 500 benchmark's 3-year return of 70%, so no TSR underperformance trigger fires, and no other policy concerns are identified.
Warren Buffett has served as Chairman since 1970 and recently retired as CEO; Berkshire's stock performance over the 3-year period materially exceeds the ^GSPC — S&P 500 benchmark (70% 3-year return), no overboarding concerns are present, attendance is reported as satisfactory, and his deep ownership stake aligns his interests with shareholders.
Burke has relevant senior executive and financial services board experience, no overboarding concerns (two public boards: Berkshire and JPMorgan Chase), attendance was 100% in 2025, and Berkshire's TSR outperforms the ^GSPC — S&P 500 over the 3-year period, so no TSR trigger fires.
Chenault brings extensive financial services CEO experience and serves on one outside public board (Airbnb), which is within the overboarding limit; Berkshire's TSR outperforms the ^GSPC — S&P 500 over 3 years and no other policy concerns are identified.
Davis has strong investment management credentials, serves on two outside public boards (Coca-Cola and Graham Holdings) which is within the limit, serves on the Audit Committee with demonstrable financial expertise, and Berkshire's TSR outperforms the ^GSPC — S&P 500 benchmark.
Decker is a Chartered Financial Analyst and designated audit committee financial expert, serves as lead independent director, and her outside board seats (Costco, Vail Resorts, Chime, Automattic — two of which are public) are within the overboarding threshold; Berkshire's TSR outperforms the ^GSPC — S&P 500 and no other policy concerns apply.
Guyman has relevant technology and governance experience from Microsoft and serves on Nordstrom, which is one public outside board; Berkshire's TSR outperforms the ^GSPC — S&P 500 over the 3-year period and attendance was 100% in 2025.
Jain has 39 years overseeing Berkshire's insurance operations — one of its most critical businesses — with no overboarding concerns and full meeting attendance; Berkshire's TSR outperforms the ^GSPC — S&P 500 benchmark over the relevant 3-year period.
Murphy brings substantial private equity and investment banking experience, has no public company overboarding concerns, joined the board in 2022 (within approximately 3 years so limited TSR history applies), and no other policy concerns are identified.
Weitz has deep investment management experience, serves on one outside public board (Cable One), joined in 2022 with attendance reported as 100% in 2025, and Berkshire's TSR outperforms the ^GSPC — S&P 500 benchmark.
Witmer has investment management experience as managing member of Eagle Capital Partners, serves on the Audit Committee, has no overboarding concerns, and Berkshire's TSR outperforms the ^GSPC — S&P 500 over the 3-year period.
The 13-nominee slate is largely supported; FOR votes are warranted for 11 of 13 directors given Berkshire's strong stock performance relative to the ^GSPC — S&P 500 benchmark, full attendance records, and relevant experience across the board. AGAINST votes are warranted for Howard G. Buffett and Susan A. Buffett solely due to their familial relationship with controlling shareholder and Chairman Warren Buffett, which is a direct governance concern under the policy regardless of their other qualifications.
Say on Pay
✓ FORCEO
Warren E. Buffett
Total Comp
$389,488
Prior Support
91.2%%
Warren Buffett's total compensation was only $389,488 — consisting of a $100,000 salary unchanged for over 40 years plus $289,488 in security costs — which is extraordinarily low for a company of Berkshire's size and far below any reasonable benchmark for a CEO, raising no pay level concern whatsoever. The other named executives (Abel, Jain, Hamburg) receive all-cash compensation with no equity, which is an unusual but disclosed and consistently applied structure; the pay levels are set with reference to subjective performance judgments rather than market metrics, but given the prior say-on-pay vote of 91.2% support and the absence of any equity dilution or excessive incentive pay concerns, no policy trigger fires. Berkshire's 5-year total shareholder return of 117% materially outpaces the ^GSPC — S&P 500's comparable return, so the pay-for-performance alignment check is satisfied.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting a Report Disclosing the Board's Oversight Framework for Workforce and Human-Capital Management Across Its Operating Subsidiaries
The proposal is filed by Whistle Stop Capital, a firm that specializes in environmental, social, and governance (ESG) and sustainability-focused shareholder engagement and advocacy — this places the filer in the ideological-progressive category, which under our policy results in an AGAINST vote regardless of how the proposal is framed, because proposals from such filers serve advocacy goals rather than neutral fiduciary investor interests. Even setting aside the filer identity, the proposal asks Berkshire to publish a board-level oversight report on workforce management, but Berkshire's highly decentralized structure means the board genuinely does not centrally manage human capital across subsidiaries, making the requested report of limited informational value; the company's opposition statement explaining that subsidiary-level oversight is appropriate given the business model is credible and not evasive. No prior-year vote history is available for this proposal, so no vote-momentum signal applies.
Overall Assessment
The 2026 Berkshire Hathaway annual meeting ballot is straightforward, with FOR votes warranted on say-on-pay (given Warren Buffett's nominal $389,488 total compensation and strong 5-year TSR versus the ^GSPC — S&P 500) and on 11 of 13 director nominees, with AGAINST votes on Howard and Susan Buffett due to their direct family relationship with the controlling shareholder. The sole stockholder proposal — requesting a human capital management oversight report filed by an ESG-advocacy-oriented filer — does not meet the threshold for support under the policy's ideological filer rule.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing