Connect with us

Investor's Corner

Tesla to hold 2021 Shareholders Meeting on Oct. 7: Here’s what will be discussed

Credit: Tesla

Published

on

Tesla (NASDAQ: TSLA) will hold its Annual Shareholders Meeting for the fiscal year 2021 on October 7th, a filing with the SEC reveals. There are nine agenda items that the automaker and its shareholders will discuss and vote on during the meeting.

The meeting will be held at Tesla’s Fremont Factory located at 45500 Fremont Boulevard, Fremont, CA, and will also be available online at www.tesla.com/2021shareholdermeeting.

Here are the nine agenda items that will be discussed, according to the 14A form the company submitted to the SEC.

The Fremont factory. (Credit: Tesla)

Tesla Proposals

Proposal One – Tesla Proposal for Election of DirectorsFOR

  • Tesla’s Board currently consists of nine members who are divided into three classes with staggered three-year terms. Our bylaws permit the Board to establish by resolution the authorized number of directors, and nine directors are currently authorized. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. However, if our stockholders approve Proposal Two at the 2021 Annual Meeting, the Board will thereafter be divided into two classes with staggered two-year terms, with directors distributed as equally between them as is possible. See “Proposal Two—Tesla Proposal for Adoption of Amendments to Certificate of Incorporation to Reduce Director Terms to Two Years” below for additional detail.

Proposal Two – Tesla Proposal for Adoption of Amendments to Certificate of Incorporation to Reduce Director Terms to Two Years – FOR

  • We are submitting to our stockholders a vote to adopt the inclusion of certain provisions in a proposed amendment and restatement (the “Amended Certificate”) of our current certificate of incorporation to reduce the number of classes into which the Board is divided from three to two, resulting in each director’s term being reduced from three years to two years (the “Director Term Amendment”). The Board believes that this Proposal is a superior alternative to Proposal 5, a non-binding stockholder proposal to support the reduction of each director’s term to one year, and recommends voting in favor of this Proposal and against Proposal 5.

Proposal Three – Tesla Proposal for Adoption of Amendments to Certificate of Incorporation and Bylaws to Eliminate Applicable Supermajority Voting Requirements – NONE

  • At the 2020 annual meeting of stockholders, approximately 55.7% of the shares entitled to vote and present in person or represented by proxy voted for the following resolution pursuant to an advisory and non-binding stockholder proposal (the “2020 Supermajority Proposal”):
    • “RESOLVED, Tesla, Inc. (‘Tesla’ or ‘Company’) shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. This means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. It is also important that our company take each step necessary to avoid a failed vote on this proposal topic.”
    • Accordingly, we are submitting to our stockholders a vote to adopt at the 2021 Annual Meeting each of the following:
      • The inclusion of certain provisions in the proposed Amended Certificate to eliminate the current requirements that certain categories of changes to our certificate of incorporation be approved by the affirmative vote of at least 66 2/3% of the total voting power of all outstanding shares of Tesla common stock (the “Supermajority Amendment”); and
      • An amendment and restatement (the “Amended Bylaws”) of our current bylaws to eliminate the current requirements therein that certain categories of changes to our bylaws be approved by the affirmative vote of at least 66 2/3% of the total voting power of all outstanding shares of Tesla common stock
  • The Board has approved the Supermajority Amendment subject to of its adoption by our stockholders, and has approved the submission of the Amended Bylaws to our stockholders for their adoption.If our stockholders approve this Proposal: (i) we will file the Amended Certificate including the Supermajority Amendment with the Secretary of State of the State of Delaware as soon as practicable following the 2021 Annual Meeting, at which time the Amended Certificate will become effective, and (ii) the Amended Bylaws will be adopted by our stockholders and become immediately effective. In addition, if our stockholders also approve Proposal Two relating to an amendment of our certificate of incorporation to reduce the terms of our directors from three years to two years, the Amended Certificate we file will also include such amendment. Finally, if our stockholders approve either or both of this Proposal and Proposal Two, the Amended Certificate we file will also incorporate a prior certificate of amendment, effective February 1, 2017, to our certificate of incorporation to reflect the change of our corporate name from “Tesla Motors, Inc.” to “Tesla, Inc.,” which did not and does not require adoption by our stockholders. See “Proposal 2 —Tesla Proposal for Adoption of Amendments to Certificate of Incorporation to Reduce Director Terms to Two Years” above for more information.

Proposal Four – Tesla Proposal for Ratification of Appointment of Independent Registered Public Accounting Firm – FOR

  • The Audit Committee has selected PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm to audit the consolidated financial statements of Tesla for the fiscal year ending December 31, 2021, which will include an audit of the effectiveness of Tesla’s internal control over financial reporting. PricewaterhouseCoopers LLP has audited Tesla’s financial statements since 2005. A representative of PricewaterhouseCoopers LLP is expected to be present at the meeting, will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.Stockholder ratification of the selection of our independent registered public accounting firm is a matter of good corporate practice. In the event that this selection is not ratified by the affirmative vote of a majority of the shares present and voting at the meeting in person or by proxy, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Tesla and our stockholders.

Shareholder Proposals

Proposal Five – Stockholder Proposal Regarding Reduction of Director Terms to One Year – AGAINST 

    • This proposal has been approved as it is in the best interest of the stockholders.

Proposal Six – Stockholder Proposal Regarding Additional Reporting on Diversity and Inclusion Efforts  AGAINST

    • This proposal has been rejected as it has been determined that this proposal would not serve the best interests of Tesla or the stockholders.

Proposal Seven – Stockholder Proposal Regarding Reporting on Employee Arbitration – AGAINST

    • This proposal has been rejected as it has been determined that this proposal would not serve the best interests of Tesla or the stockholders.

Proposal Eight – Stockholder Proposal Regarding Assigning Responsibility for Strategic Oversight of Human Capital Management to an Independent Board-Level Committee – AGAINST

    • This proposal has been rejected as it has been determined that this proposal would not serve the best interests of Tesla or the stockholders.

Proposal Nine – Stockholder Proposal Regarding Additional Reporting on Human Rights – AGAINST

    • This proposal has been rejected as it has been determined that this proposal would not serve the best interests of Tesla or the stockholders.

All stockholders as of the close of business on October 7th, 2021, are eligible to attend and cast their votes at the 2021 Annual Meeting from the Fremont Production facility. The company indicated it will announce more specific details regarding check-in procedures for the meeting closer to the date of the event.

The live stream of the event will be available here.

Advertisement

Disclosure: Joey Klender is a TSLA Shareholder.

Update: Revision to Proposal Seven is “AGAINST”.

Joey has been a journalist covering electric mobility at TESLARATI since August 2019. In his spare time, Joey is playing golf, watching MMA, or cheering on any of his favorite sports teams, including the Baltimore Ravens and Orioles, Miami Heat, Washington Capitals, and Penn State Nittany Lions. You can get in touch with joey at joey@teslarati.com. He is also on X @KlenderJoey. If you're looking for great Tesla accessories, check out shop.teslarati.com

Advertisement
Comments

Elon Musk

Tesla Phone? Not quite, but close: analyst

Published

on

elon musk phone
Photo: Boss Hunting.com.au

For years, there have been images and videos across social media platforms that have reminded me of when I was a 15-year-old kid teased by “Xbox 720” videos on YouTube. These videos are of the supposed “Tesla Phone” that Elon Musk was secretly developing in between leading Tesla with its electric cars and SpaceX with its reusable rockets.

Although Musk has put those rumors to bed several times, it was never completely out of the realm that he could get involved in cell phones in some capacity. Think outside the box and more macro-level, though. Instead of reinventing the computer, Musk reinvented connectivity by developing Starlink with SpaceX.

Advertisement

It could be something similar, TD Cowen analyst Gregory Williams said in a note last week, where he hinted SpaceX could be gathering some steam to acquire T-Mobile.

Williams said it would be the “clear choice” for SpaceX if it decided to go through with a network acquisition. He also suggested AT&T.

The move would be possible through selling more of its own stock, which would help SpaceX raise the money to purchase T-Mobile, which would cost roughly $300 billion. It could be one of the moves SpaceX makes post-IPO in terms of an acquisition: it already acquired Cursor AI for $60 billion.

Other analysts, like Dan Ives of Wedbush, believe SpaceX and Tesla will eventually merge into one anyway, and that conglomeration could come as soon as this year, some have said.

Advertisement

The implications of SpaceX purchasing T-Mobile are massive. A combined entity would create a truly ubiquitous network: T-Mobile’s terrestrial 5G towers and Starlink’s growing constellation of Direct-to-Cell satellites. This would essentially eliminate dead zones across the U.S. and potentially globally.

SpaceX would instantly become a full-scale facilities-based carrier with satellite differentiation; a huge advantage. This would pressure AT&T and Verizon heavily.

There are also concerns like a potential reduction in long-term competition, and of course, a deal of that size would face intense scrutiny from government agencies.

The strategic fit is compelling due to the existing Starlink–T-Mobile partnership and complementary technologies (space + terrestrial). It could create a dominant integrated communications player. However, the regulatory, financial, and execution hurdles are enormous — this remains highly speculative with no indication SpaceX is actively pursuing it right now.

Advertisement
Continue Reading

Elon Musk

SpaceX’s newest Starmind will make earth data centers obsolete

Elon Musk confirmed Starmind as SpaceX’s AI satellite constellation name, targeting one million orbital compute nodes.

Published

on

By

Elon Musk confirmed that Starmind will be the official name of SpaceX’s planned AI satellite constellation, following a trademark filing by xAI that surfaced earlier this week. Starmind is what’s being described to the FCC as a constellation of up to one million AI satellites

It’s worth noting that SpaceX’s Starlink communication satellite and Starmind are built on the same orbital infrastructure concept but serve entirely different purposes. Starlink is a connectivity network, with satellites receiving and relaying data between points on Earth, and functioning as a high-speed internet backbone in space. The satellites themselves do not process or think, and move information from one place to another, the same function a fiber cable performs underground.

SpaceX just forced Verizon, AT&T and T-Mobile to team up for the first time in history

Starmind, on the other hand, is something completely different, and tather than moving data, its satellites would compute data through artificial intelligence and directly in orbit using onboard processors powered by large solar arrays. Where a Starlink satellite is essentially a very fast pipe, a Starmind satellite is a server. The practical implication is that Starmind would allow AI models to run inference, process queries, and generate outputs from space, then beam results down to users anywhere on Earth within milliseconds, and without the data ever needing to travel to a terrestrial data center.

Advertisement

Starship will be able to carry 30 to 50 AI1 satellites per launch, delivering the equivalent of dozens of server racks per flight, with no land acquisition, no power grid approval, and no cooling infrastructure required on the ground.

SpaceX is pursuing this new technology as terrestrial data centers are running into hard limits such as lack of physical space, community opposition, and power and water consumption at a scale that is increasingly difficult to permit. Space has unlimited solar power, natural vacuum cooling, and no zoning boards. Musk said in a June 8 video presentation that he expects space to become the lowest-cost location to deploy AI compute within two to three years. Two AI1 prototypes are scheduled to launch in early 2027, with volume production targeted for the end of that year at a new facility called Gigasat.

The real world applications Starmind enables extend well beyond powering Grok. A constellation of orbiting AI processors could run inference workloads for any paying customer, anywhere on Earth, with latency measured in milliseconds rather than the seconds associated with ground-based cloud routing across continents. Starmind, if it scales as described, would make SpaceX the landlord of AI compute the same way Starlink made it the landlord of satellite internet.

Advertisement
Continue Reading

Investor's Corner

SpaceX makes $20 billion move to optimize its balance sheet

Published

on

Credit: SpaceX

SpaceX announced today that it commenced its first-ever public bond offering, marking a significant step in the newly public company’s capital markets strategy.

The company announced an offering of senior unsecured notes expected to raise at least $20 billion.

The move comes just a short time after SpaceX completed one of the largest initial public offerings in history. In mid-June, the company priced shares at $135 and raised more than $85 billion, propelling founder Elon Musk’s net worth past the trillion-dollar mark and giving the firm substantial liquidity.

According to the company’s SEC filing, the net proceeds from the notes will be used primarily to repay in full the outstanding borrowings under its existing bridge loan facility, cover related fees and expenses, and fund general corporate purposes. The offering is being conducted under Rule 144A, as well as Regulation S, targeting qualified institutional buyers and non-U.S. investors. Notes will be unsecured obligations ranking equally with other unsubordinated debt.

Advertisement

The $20 billion bridge loan was used to refinance approximately $17.5 billion in higher-cost “junk” debt tied to X and xAI. SpaceX had merged with xAI in February 2026 in an all-stock deal. The bridge facility, which matures in September 2027, had represented the bulk of SpaceX’s long-term debt.

SpaceX officially acquires xAI, merging rockets with AI expertise

In connection with the bond launch, SpaceX disclosed it held approximately $100.8 billion in cash and cash equivalents as of June 19. Investor calls began on the announcement date, with pricing and launch expected shortly thereafter. Rating agencies have assigned investment-grade ratings to the proposed bonds, reflecting confidence in SpaceX’s dominant position in commercial launches and the growth trajectory of its Starlink internet offering.

The debt raise also allows SpaceX to optimize its balance sheet by replacing short-term, higher-cost bridge financing with longer-date, lower-cost fixed-income securities. This provides greater financial flexibility to support capital-intensive initiatives, including the development of Starship, the expansion of the Starlink constellation, and the integration of AI capabilities following the xAI combination.

Advertisement

SpaceX shares (NASDAQ: SPCX) fell sharply on the news, dropping over 16 percent overall on the market on Monday. The stock had surged initially after debuting but pulled back amid profit-taking and broader market dynamics.

Overall, the bond offering underscores SpaceX’s transition to a mature public company with access to diverse funding sources. It positions the firm to pursue its long-term vision of multiplanetary expansion and AI infrastructure, while maintaining a disciplined approach to its capital structure in a high-growth but capital-heavy industry.

Continue Reading