Berkshire Hathaway released the proxy statement for the previously announced special meeting and set the date for January 20 at 9:30 a.m. in Omaha. As the company announced in November when the Burlington Northern Santa Fe acquisition was announced, a shareholder vote is not required to approve the acquisition itself. However, the 50-for-1 stock split does require shareholder approval.
Shareholders will be asked to vote on the following questions:
1. To approve an amendment to the Corporation’s existing Restated Certificate of Incorporation, as amended (the “Current Certificate”), to effect a 50-for-1 stock split of the Corporation’s Class B Common Stock, while maintaining the current economic and voting relationship between the Corporation’s Class B Common Stock and the Corporation’s Class A Common Stock.
2. To approve an amendment to the Current Certificate to clarify that the Class B Common Stock may be split in the proposed 50-for-1 split without splitting the Class A Common Stock.
3. To approve an amendment to the Current Certificate to change the par value of each share of Class B Common Stock in connection with the proposed 50-for-1 split, to $0.0033 from the current par value of $0.1667 per share of Class B Common Stock.
4. To approve an amendment to the Current Certificate to increase the number of shares of Class B Common Stock and the total number of shares of all classes of stock that the Corporation is authorized to issue.
5. To approve an amendment to the Current Certificate to remove the requirement to issue physical stock certificates for shares of Class B Common Stock upon conversion of shares of Class A Common Stock.
6. To consider and act upon any other matters that may properly come before the meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors of the Corporation, including, without limitation, a motion to adjourn or postpone the meeting to another time and/or place for the purpose of soliciting additional proxies approving the proposed amendments to the Current Certificate, if necessary.
Shareholders of record as of November 30, 2009 will be entitled to vote at the meeting or via proxy.
Unlike the annual meeting each May, it appears that Berkshire does not anticipate large crowds for this event. The company has selected the Holland Performing Arts Center, a 2,000 seat concert hall, as the venue for the special meeting. In addition, the meeting has not been publicized on the Berkshire Hathaway web site and is scheduled for a Wednesday. It is not clear whether Warren Buffett will take questions as he normally does as annual shareholder meetings.
Obviously, the outcome of the vote is not in question given the voting shares owned by Mr. Buffett personally combined with the vast majority of shareholders who will vote based on the Board’s recommendation.
The author owns shares of Berkshire Hathaway.