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Tesla board responds to ISS in four-page shareholder letter

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Tesla’s board of directors has responded to one proxy advisory firm that recently urged its investors to vote against ratifying Elon Musk’s 2018 pay package, ahead of the upcoming annual shareholders meeting.

On Monday, Tesla’s board shared a four-page letter to shareholders on its website, detailing what it believes proxy advisory firm Institutional Shareholder Services (ISS) missed in its recent evaluation of the upcoming vote.

In it, the board writes that the firm was right to urge investors to vote in favor of proposal three, or moving incorporation from Delaware to Texas, adding that it missed important points in encouraging them to vote against proposal four, ratifying Musk’s previously approved $56 billion compensation package.

 

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“Despite the recognition of the benefits of the 2018 CEO Performance Award to both Tesla and its stockholders, ISS ultimately reached the wrong conclusion about Proposal Four due to a technical misunderstanding around the Award,” writes the board.

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Tesla’s board of directors also outlines four specific points ISS made in its argument against a vote in favor of ratifying the package, arguing that the firm doesn’t fully understand what ratification means—alongside other points.

The letter also includes a recent post on X from Musk, in which he said that the compensation plan would let the CEO “sell enough stock to pay the taxes,”  the rest of which would need to be held for five years.

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Last week, ISS wrote that the pay package was “excessive, even given the company’s success,” noting that the firm is unsure if the award will “increase Musk’s focus on Tesla.”

The value of Musk’s compensation package was set and approved by shareholder votes in 2018, as part of a performance-based tranche system that would ultimately net him around $56 billion in Tesla shares for that time. The vote to ratify the plan comes after it was struck down and effectively voided by Delaware Judge Kathaleen McCormick in January.

Tesla shareholders have until June 13 to vote their shares on these and other proposals, and the company has recently used multiple avenues to encourage investors to vote yes on proposals three and four. Other firms have been divided on the vote, with some, such as Glass Lewis, encouraging shareholders to vote against the proposals, while others have urged stockholders to vote in favor of them—in accordance with board recommendations.

Last month, Tesla shared a website dedicated to showing investors how to vote, and encouraging them to vote yes on proposals three and four. You can visit that site here.

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What are your thoughts? Let me know at zach@teslarati.com, find me on X at @zacharyvisconti, or send us tips at tips@teslarati.com.

Zach is a renewable energy reporter who has been covering electric vehicles since 2020. He grew up in Fremont, California, and he currently lives in Colorado. His work has appeared in the Chicago Tribune, KRON4 San Francisco, FOX31 Denver, InsideEVs, CleanTechnica, and many other publications. When he isn't covering Tesla or other EV companies, you can find him writing and performing music, drinking a good cup of coffee, or hanging out with his cats, Banks and Freddie. Reach out at zach@teslarati.com, find him on X at @zacharyvisconti, or send us tips at tips@teslarati.com.

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Tesla Cybercab gets huge nod of support from Texas DOT official

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Credit: Tesla

The Tesla Cybercab got a huge nod of support from a Texas Department of Transportation official, who said the all-electric ride-hailing vehicle is “a tangible example of how quickly our transportation system is evolving.”

The Cybercab was present at the Texas Department of Transportation’s Texas Innovation Invitational, an event held each year that allows innovative companies to showcase advancements in transportation.

Tesla Cybercab specs revealed: range, curb weight, range ratings, and more

Marc Williams, the Texas Department of Transportation’s Executive Director, sat in a Cybercab and shared his thoughts in an extensive post on LinkedIn.

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Williams’s comments show how Tesla, with its Cybercab, is leading the charge of passenger travel and how it’s changing so rapidly. He notes the absence of traditional driving controls as a telltale sign that the Cybercab is a catalyst for major automotive change, taking controls from drivers and turning them into full-time passengers.

“Observing this vehicle firsthand–from its design and butterfly doors to the cargo trunk configuration–provides a tangible example of how quickly our transportation system is evolving. Sitting inside the cabin, the complete absence of traditional driver controls underscores a significant shift in mobility and vehicle design. No steering wheel, no accelerator, no brake. Only a single touchscreen monitor.”

Tesla has had a great relationship with the State of Texas, especially with its Robotaxi ambitions. Currently, Texas has Tesla Robotaxi operating in multiple cities: Dallas, Austin, San Antonio, and Houston. The company’s main manufacturing plant is also located just outside Austin, and Tesla moved its headquarters to the state several years ago.

The Cybercab is a purpose-built, fully autonomous, two-passenger Robotaxi vehicle designed specifically for ride-hailing services. Tesla has said for years it would be built without a steering wheel or pedals present, although there is still quite a bit of debate among the community regarding that potential.

Earlier this week, we received official word that the EPA had provided the Cybercab with a Certificate of Conformity, giving Tesla permission to enter the vehicle into the chain of public commerce. It is officially ready for roads.

The big question for Tesla remains: Can it solve self-driving before the steering-wheel-less Cybercab officially enters production?

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The Boring Company just doubled its tunneling power in Nashville

The Boring Company’s Prufrock MB2 is commissioned and ready to mine beneath Nashville’s streets.

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The Boring Company’s second tunnel boring machine, Prufrock MB2, is officially ready to dig in Nashville. The company confirmed the news on X, posting: “Prufrock-MB2 is ready to mine in Nashville! MB2 commissioning is complete, including the brief 11 rpm rotation shown here. Will MB2 catch up to MB1, who had quite the head start? And Prufrock-MB3 ships in August!”

MB2 arrives with meaningful improvements over its predecessor. Lessons learned from the launch and operation of MB1 have already been applied to MB2 to improve efficiency and prepare the machine for launch.

Traditional tunnel boring machines operate in a stop-and-go cycle, digging roughly five feet, halt, erect precast concrete segments to line the tunnel wall, then resume. That repeated interruption is one of the main reasons conventional tunneling is slow and expensive. Prufrock is designed to install the tunnel liner simultaneously with mining, eliminating the need to stop every five feet. The machine also skips the need for excavated launch pits. Prufrock arrives on a truck, tilts down, and launches into the ground within 24 hours. And when the tunnel is complete, it emerges from the ground and drives to its next launch site on a trailer, eliminating the need for expensive cranes or pit excavation. The machine is also fully electric and runs with zero people in the tunnel during normal operations, controlled remotely from a surface operations center.

It won’t be long before we hear of another major update on The Boring Company’s Music City Loop project – a planned underground transit network beneath Nashville that would move passengers in electric vehicles through a series of tunnels at highway speeds, and bypassing surface traffic entirely. Nashville was selected in part because of its strong rock conditions that suits the Prufrock machines well, and relatively less regulatory hurdles.

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Progress has been steady on multiple fronts. All 37 permits and approvals required ahead of tunneling have been obtained, out of 45 total. Key wins include a fully executed TDOT tunnel permit authorizing 25 miles of tunnel, unanimous airport authority approval for a Nashville International Airport station, and the city’s first residential station agreement serving downtown tower residents.

With MB1 already tunneling, MB2 now commissioned, and MB3 shipping in August, Nashville is becoming something of a live proving ground for scaled tunnel boring. The broader ambition is not limited to one city. The Boring Company’s stated goal is to make underground transportation a practical alternative to surface roads across major metro areas. Nashville is one of many cities, including a successful Las Vegas tunnel system, where that idea is being put to the test at real speed.

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Tesla urges New Jersey owners to oppose new bill that could block Robotaxi

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Tesla has launched a direct campaign targeting its customers in New Jersey, sending emails that warn of pending legislation that could effectively block true driverless technology in the state.

The email focuses on Senate Bill S.1677 and Assembly Bill A.3968, measures intended to create a three-year autonomous vehicle pilot program but laden with requirements that Tesla argues make unsupervised Robotaxis impossible.

According to the email, the bills impose “restrictions so severe that true driverless deployment would remain illegal.” Specific hurdles include mandates for human safety drivers during operations, multimillion-dollar insurance minimums, reportedly $5 million, and thresholds like 100,000 miles of demonstrated safe autonomous driving before any driverless approval.

Tesla contends these are arbitrary barriers that ignore real-world performance data and favor entrenched competitors over innovative technologies like its Full Self-Driving (FSD) system.

The push comes as Tesla has started expanding Robotaxi operations in states like Texas, where unsupervised vehicles are already providing rides in several cities. New Jersey, by contrast, risks falling behind. The company highlights in the email communication that more than 94 percent of serious crashes result from human error, meaning impairment, distraction, or fatigue. These are all problems that Robotaxis eliminate entirely.

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In 2025, New Jersey recorded 582 traffic deaths, underscoring the human cost of delayed adoption.

Tesla’s outreach stresses the transformative potential of robotaxis. For families, they could offer safer school runs without drowsy or distracted drivers. For seniors and people with disabilities, robotaxis promise independence and reliable mobility.

In areas with limited public transit, they could deliver affordable, on-demand transportation, reducing congestion, emissions, and overall transportation costs. Economically, the company warns that restrictive rules could cost New Jersey jobs, innovation investment, and billions in potential growth as autonomous ride-hailing scales elsewhere.

Supporters of the legislation, including Sen. Andrew Zwicker, describe the pilot as a cautious framework with strong safety oversight, including incident reporting, expert task forces, and restrictions in sensitive zones like school areas. They view it as balancing innovation with public protection.

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Tesla and pro-AV advocates counter that the bill lacks technology neutrality, creates insurmountable entry barriers for commercial deployment, and prioritizes process over outcomes — effectively functioning as a de facto ban on services like Robotaxi.

This latest clash echoes Tesla’s past battles in New Jersey over direct vehicle sales. The email directs owners to Tesla’s advocacy platform, where they can send customized messages to legislators calling for amendments: outcome-based safety standards, open competition, and clear pathways for fully driverless commercial operations.

As hearings approach, Tesla’s campaign frames the issue as a choice between protecting the status quo and embracing life-saving progress. With robotaxi technology already proving itself in permissive states, New Jersey owners are being asked to ensure their state doesn’t lock out the future of transportation.

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