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Tesla investors to vote on Texas incorporation, ratification of Musk’s 2018 comp plan at 2024 annual meeting

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Tesla has filed its Proxy Statement 2024 to the United States Securities and Exchange Commission (SEC). The document included details about the electric vehicle maker’s 2024 annual meeting of stockholders, updates regarding the company’s plans for CEO Elon Musk’s 2018 pay package, as well as an initiative to move Tesla’s state of corporation from Delaware to Texas. 

In her Letter to Stockholders, Tesla Chairperson of the Board Robyn Denholm noted that Texas has become the company’s business home, so it also makes sense that 2024 would be the year when Tesla would transfer its state of incorporation from Delaware to the Lone Star state. She also noted that thousands of Tesla shareholders have already shared similar sentiments with the company. 

“2024 is the year that Tesla should move home to Texas. We are asking for your vote to approve Tesla’s move from Delaware, our current state of incorporation, to a new legal home in Texas. Texas is already our business home, and we are committed to it… Texas is where we should continue working towards our mission of accelerating the world’s transition to sustainable energy, as we lay the foundation for our growth with our ramp and build of factories for our future vehicles and to help meet the demand for energy storage as well as with our progress in artificial intelligence via full self-driving and Optimus,” Denholm wrote. 

 The Tesla Chairperson of the Board also noted that TSLA shareholders would be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year. Denholm noted that ratification of Musk’s 2018 compensation plan, whose targets have already been fully met by the CEO ahead of schedule, would restore Tesla stockholder democracy. 

“Corporate democracy and stockholder rights are at the heart of Tesla’s values. Earlier this year, a Delaware Court ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018. The Tornetta Court decided, years later, that the CEO pay package was not “entirely fair” to the very same stockholders who voted to approve it — even though approximately 73% of all votes cast by our disinterested stockholders voted to approve it in 2018,” Denholm wrote. 

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Tesla is expected to hold its 2024 annual meeting of stockholders on June 13, 2024 at 3:30 p.m. Central Time (1:30 p.m. Pacific Time). The meeting will be held at Gigafactory Texas in Austin, Texas. 

Following is a list of proposals that are up for a vote in Tesla’s 2024 annual shareholder meeting, as well as the Board’s vote recommendations.

Tesla Proposals

  1. A Tesla proposal to elect two Class II directors to serve for a term of three years, or until their respective successors are duly elected and qualified (“Proposal One”). – Board Recommendation: “FOR”
  2. A Tesla proposal to approve executive compensation on a non-binding advisory basis (“Proposal Two”). – Board Recommendation: “FOR”
  3. A Tesla proposal to approve the redomestication of Tesla from Delaware to Texas by conversion (“Proposal Three”). – Board Recommendation: “FOR”
  4. A Tesla proposal to ratify the 100% performance-based stock option award to Elon Musk that was proposed to and approved by our stockholders in 2018 (“Proposal Four”). – Board Recommendation: “FOR”
  5. A Tesla proposal to ratify the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal Five”). – Board Recommendation: “FOR”

Stockholder Proposals

  1. A stockholder proposal regarding the reduction of director terms to one year, if properly presented (“Proposal Six”). – Board Recommendation: “AGAINST”
  2. A stockholder proposal regarding simple majority voting provisions in our governing documents, if properly presented (“Proposal Seven”). – Board Recommendation: “AGAINST”
  3. A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented (“Proposal Eight”). – Board Recommendation: “AGAINST”
  4. A stockholder proposal regarding the adoption of a freedom of association and collective bargaining policy, if properly presented (“Proposal Nine”). – Board Recommendation: “AGAINST”
  5. A stockholder proposal regarding reporting on effects and risks associated with electromagnetic radiation and wireless technologies, if properly presented (“Proposal Ten”). – Board Recommendation: “AGAINST”
  6. A stockholder proposal regarding adopting targets and reporting on metrics to assess the feasibility of integrating sustainability metrics into senior executive compensation plans, if properly presented (“Proposal Eleven”). – Board Recommendation: “AGAINST”
  7. A stockholder proposal regarding committing to a moratorium on sourcing minerals from deep sea mining, if properly presented (“Proposal Twelve”). – Board Recommendation: “AGAINST”

Tesla’s Proxy Statement 2024 can be viewed below. 

Tesla Proxy Statement 2024 by Simon Alvarez on Scribd

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Tesla analyst compares Robotaxi to Waymo: ‘The contrast was clear’

“In short, robotaxi felt like a more luxurious service for half the cost and the driving felt more human-like.”

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Credit: Tesla

Tesla analyst Jed Dorsheimer of Wall Street firm William Blair compared the company’s Robotaxi platform to Waymo’s driverless ride-sharing program, and had a clear-cut consensus over which option was better in terms of rider experience.

Dorsheimer visited Austin recently to ride in both Tesla’s Robotaxi ride-sharing program and Waymo, which has operated slightly longer than Tesla has in the city. Tesla started rides on June 22, while Waymo opened its vehicles to the public in March.

A Tesla Model Y L Robotaxi is a legitimate $47k Waymo killer

The analyst gave both platforms the opportunity to present themselves, and by the end of it, one was better than the other in terms of rider experience. However, he noted that both platforms gave safe and smooth rides.

Overall, there was a tremendous difference in the feel and environment of each option.

Tesla Robotaxi vs. Waymo

Dorsheimer said that Tesla’s first big advantage was vehicle appearance. Robotaxi uses no external equipment or hardware to operate; just its exterior cameras. Meanwhile, Zoox and Waymo vehicles utilize LiDAR rigs on their vehicles, which made them “stick out like a sore thumb.”

“In contrast, the robotaxis blended in with other Teslas on the road; we felt inconspicuous flowing with the traffic,” he added.

The next big victory went in the way of Robotaxi once again, and it concerned perhaps the most important metric in the ridesharing experience: price.

He continued in the note:

“Confirming our thesis, robotaxi was half the price of Uber, showing its ability to win market share by weaponizing price.”

In terms of overall performance, Dorsheimer noted that both platforms provided safe and “top-notch” experiences. However, there was one distinction between the two and it provided a clear consensus on which was better.

He said:

“In Austin, we took multiple robotaxi and Waymo rides; the contrast was clear. Aside from the visual difference between each pulling up to the curb, the robotaxi was comfortable and familiar, and it felt as though a friendly ghost chauffeur was driving our personal car. Driving was smooth and human-like, recognizing and patiently waiting for pedestrians, switching into less crowded lanes, patiently waiting to execute a safe unprotected turn, and yet, discerning and confident enough to drive through a light that just turned yellow, so as not to slam on the brakes.

Waymo also provided a top-notch service, and we did not encounter any safety concerns, but if we were to be overly critical, it felt more … robotic. In the cabin, you have to listen to an airline-esque preamble on Waymo and safety protocols, and during the ride, you can hear all the various spinning lidar sensors spooling up and down with electronic whizzing sounds.”

Tesla Robotaxi provides an experience that seems to be more catered toward a realistic ride experience. You can control the music, the cabin temperature, and transitioning your travel from one vehicle to the next during a trip will continue your entertainment experience.

If your first trip ends in the middle of a song, your next trip will pick up the music where it left off.

Meanwhile, Waymo’s experience sounds as if it is more focused on rider expectations, and not necessarily providing a ride that felt catered to the occupants. Still, what’s important is that both platforms provided safe rides.

Dorsheimer ended the note with one last tidbit:

“In short, robotaxi felt like a more luxurious service for half the cost and the driving felt more human-like.”

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Tesla offers new deal on used inventory that you won’t want to pass up

Tesla opened up lease deals on used Model 3 and Model Y inventory in California and Texas on Tuesday, marking the first time it has launched the option on pre-owned cars.

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Credit: Tesla

Tesla is offering a new deal on its used vehicle inventory that consumers looking for a great deal won’t want to pass up.

Traditionally, Tesla has not allowed potential car buyers to lease its used inventory. The only two options were to buy with cash or finance it through Tesla or a bank.

However, with the elimination of the $7,500 new and $4,000 used EV tax credits, Tesla is breaking its own rules and is now offering lease deals on its used vehicle inventory, but only in a couple of states, as of right now.

Tesla is ready with a perfect counter to the end of US EV tax credits

Tesla opened up lease deals on used Model 3 and Model Y inventory in California and Texas on Tuesday, marking the first time it has launched the option on pre-owned cars.

The deals are tremendous and can cost as little as $0 down and under $225 per month for some vehicles.

Tesla also allows customers to buy the vehicle at the end of their lease deal, which enables some really great ways to end up an owner of the car you plan to drive for the next two or three years.

The lease deal also helps Tesla rid itself of older vehicles that might not be of future use to the company. It formerly planned to use leased vehicles in its eventual Robotaxi fleet, but many of the cars in its used inventory have Hardware 3, which is less capable than Hardware 4, which is installed in the new Model 3 and Model Y.

More importantly, Tesla is giving people yet another way to be in the market for a Tesla before the tax credit ends on September 30.

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Elon Musk

Tesla Model Y L might not come to the U.S., and it’s a missed opportunity

The Model Y L has a variety of big changes that would be advantageous for the U.S. market, including a longer wheelbase, more comfortable seats, a third row that appears to be more spacious than Tesla’s six-seat Model Y that it previously offered, B-Pillar vents for rear passengers, and more.

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Credit: Tesla China

Tesla’s new Model Y L might not come to the U.S., CEO Elon Musk said this morning.

It’s a missed opportunity, and I’m not the only one who feels this way.

In the past, I have personally written a handful of articles about what Tesla owners have been wanting in the United States: a full-sized SUV, or at least a vehicle that is larger than the Model Y but less of a crossover than the Model X.

Tesla is missing one type of vehicle in its lineup and fans want it fast

The only thing that Tesla has announced that even slightly matches this sort of idea is the Robovan, which is, optimistically, several years off because it lacks a steering wheel and pedals and will require Full Self-Driving to be fully autonomous.

Even if Tesla launches FSD next year, it will take a year or two to figure out manufacturing, go through regulatory hurdles with the EPA, and eventually enter mass production for customers.

The Model Y L has a variety of big changes that would be advantageous for the U.S. market, including a longer wheelbase, more comfortable seats, a third row that appears to be more spacious than Tesla’s six-seat Model Y that it previously offered, B-Pillar vents for rear passengers, and more.

However, Musk said it won’t come to the U.S. until next year, and that it “might not ever, given the advent of self-driving in America.”

To be blunt, I’m not sure if I truly believe that Musk thinks the Model Y L won’t come to the U.S. Some believe he said this to not Osborne Effect Model Y sales here, which seems more likely than anything.

Tesla Model Y L gets disappointingly far production date in the United States

People have been buying the Model Y for two years more than any other car in the world. To act as if many families would not appreciate the extra space seems very strange; a big complaint with the Model Y is that it simply does not fit larger families.

If you have four kids, you’re forced into the Model X, which might be too expensive for some families, as it starts at $79,990.

While Tesla’s focus is undoubtedly on autonomy, it is important to remember that some people still really enjoy the act of driving their cars. Tesla has worked very hard to create a fun and sporty driving experience, especially in the new Model Y. Many consumers, including myself, like to take advantage of that.

Autonomy might eventually take over human driving completely, but in the near term, it does not seem as if that is the case. Even if someone were interested in never driving again, this longer and more spacious Model Y L would be an ideal option for American families that need the room for at least six passengers.

Quite a few big names in the Tesla community share this sentiment:

More than likely, Musk does not want to announce a more attractive option than the current Model Y, as many consumers would likely wait a year or two for the L in an effort to have more space.

In all honesty, I see the Model Y L coming to the United States, as it truly fits the bill as an ideal car for the modern American family.

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