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 Directors – FOR
- 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
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- 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
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- 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
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- 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
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- 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
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- 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.
Disclosure: Joey Klender is a TSLA Shareholder.
Update: Revision to Proposal Seven is “AGAINST”.
