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.
Far too much power is concentrated in the hands of “shareholder services” companies like ISS and Glass Lewis, because so much of the market is passive/index funds, which outsource shareholder voting decisions to them.
ISS and Glass Lewis effectively control the stock market.
— Elon Musk (@elonmusk) January 24, 2023
“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.
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.
The deal allows me to sell enough stock to pay the taxes. The remaining stock must be held for 5 years, so it is impossible for me to cash out and run.
— Elon Musk (@elonmusk) June 1, 2024
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.
Tesla shareholder sues Elon Musk accusing him of insider trading
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.
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Tesla has a plan to make Hardware 3 owners whole, and you won’t believe it
Since the rollout of the AI4 chip in Tesla vehicles, owners with the last generation self-driving chip, known as Hardware 3, have been persistent in their quest for a solution to their issue: they were told their cars were capable of unsupervised Full Self-Driving. It turns out the cars are not.
Tesla has a plan to make Hardware 3 owners whole after CEO Elon Musk admitted that those with that self-driving chip in their cars will not have access to unsupervised Full Self-Driving.
The company’s strategy is so crazy that it is sort of hard to believe.
Since the rollout of the AI4 chip in Tesla vehicles, owners with the last generation self-driving chip, known as Hardware 3, have been persistent in their quest for a solution to their issue: they were told their cars were capable of unsupervised Full Self-Driving. It turns out the cars are not.
Tesla owners with HW3 finally get their answer: https://t.co/CSZTKKkWXx
— TESLARATI (@Teslarati) April 22, 2026
During the Tesla Q1 earnings call on Wednesday, Musk finally clarified what the company’s plans are for Hardware 3 owners, what they will be offered, and what Tesla will have to do internally to prepare for it.
The answer was somewhat mind-boggling.
Musk said:
“Unfortunately, Hardware 3 — I wish it were otherwise, but Hardware 3 simply does not have the capability to achieve unsupervised FSD. We did think at one point it would have that, but relative to Hardware 4, it has only 1/8 of the memory bandwidth of Hardware 4. And memory bandwidth is one of the key elements needed for unsupervised FSD.”
He continued, stating that HW3 owners would have the opportunity to trade their cars in at a discounted rate in order to get the AI4 chip:
“So for customers that have bought FSD, what we’re offering is essentially a trade-in — like a discounted trade-in for cars that have AI4 hardware, and we’ll also be offering the ability to upgrade the car, to replace the computer. And you also need to replace the cameras, unfortunately, to go to Hardware 4.”
Obviously, Tesla has a lot of people to work with and make this whole thing right. Musk was adamant that HW3 would be capable of FSD, and now that the company has finally admitted that it is not, there are some things that could come of this.
There has been open talk about some sort of class action lawsuit against Tesla. The promises that Tesla made previously could be considered a breach of contract or even false advertising, and that’s according to Grok, Musk’s own AI program.
Musk went on to say that Tesla would likely have to establish new microfactories to effectively and efficiently replace HW3 computers and cameras:
…So to do this efficiently, we’re going to have to set up, like kind of micro factories or small factories in major metropolitan areas in order to do it efficiently. Because if it’s done just at the service center, it is extremely slow to do so and inefficient. So we basically need like many production lines to make the change.”
This is going to be an extremely costly process, especially if Tesla has to buy real estate, properties, and equipment to complete this work. Additionally, there was no wording on pricing, but Musk never said it would be free. It will likely come with some kind of price tag, and HW3 owners, after being left hanging for so long, will have something to say about that.
Elon Musk
SpaceX just got pulled into the biggest Weapons Program in U.S. history
SpaceX joins the Golden Dome software group, deepening its role in America’s most expensive defense program.
SpaceX has joined a nine-company group developing the core operating software for the Golden Dome, America’s next-generation missile defense system. According to a Bloomberg report, SpaceX is focused on integrating satellite communications for military operations and is working alongside eight other defense and artificial intelligence companies, including Anduril Industries, Palantir Technologies, and Aalyria Technologies, to build software connecting missile defense capabilities.
The Golden Dome concept dates back to President Trump’s 2024 campaign, and on January 27, 2025, he signed an executive order directing the U.S. Armed Forces to construct the system before the end of his term. The system is planned to employ a constellation of thousands of satellites equipped with interceptors, with data centers in space providing automated control through an AI network.
FCC accepts SpaceX filing for 1 million orbital data center plan
Space Force Gen. Michael Guetlein, director of the Golden Dome initiative, has described the software layer as a “glue layer” that would enable officers to manage and control radars, sensors, and missile batteries across services. The consortium is aiming to test the platform this summer.
Trump selected a design in May 2025 with a $175 billion price tag, expected to be operational by the end of his term in 2029, though the Congressional Budget Office projected the cost could reach $831 billion over two decades.
The Golden Dome role is only the latest in a string of military wins for SpaceX. As Teslarati reported, the U.S. Space Force awarded SpaceX a $178.5 million task order on April 1, 2026 to launch missile tracking satellites for the Space Development Agency, covering two Falcon 9 launches beginning in Q3 2027. That came on top of more than $22 billion in government contracts held by SpaceX as of 2024, per CEO Gwynne Shotwell, spanning NASA resupply missions, classified intelligence satellites through its Starshield program, and military broadband.
The accumulation of defense contracts, now including a seat at the table on the most expensive weapons program in U.S. history, positions SpaceX as the dominant infrastructure provider for American national security in space. With a SpaceX IPO still on the horizon, each new contract adds weight to what is already one of the most consequential companies in aerospace history, raising real questions about how much of America’s defense architecture will depend on a single private operator before it ever trades publicly.
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Tesla pulls back the curtain on Cybercab mass production
Tesla’s Cybercab drives itself off the Gigafactory Texas line in a striking new production video.
Tesla has provided a first look from inside a production Cybercab as it drove itself off the assembly line at Gigafactory Texas. The video footage, posted on X, opens on the factory floor with robotic arms and assembly equipment visible through the Cybercab windshield, and follows the car through a branded tunnel marked “Cybercab”, before autonomously navigating itself to a holding lot.
The first Cybercab rolled off the Giga Texas production line on February 17, 2026, with Musk writing on X, “Congratulations to the Tesla team on making the first production Cybercab.” April marked the official shift to volume production. The Giga Texas line is being prepared to produce hundreds of units per week, with 60 units already spotted on the Gigafactory campus earlier this month.
Purpose-built for autonomy
Cybercab in production now at Giga Texas pic.twitter.com/Y9qG3KyWBa
— Tesla (@Tesla) April 23, 2026
The Cybercab was first revealed publicly at Tesla’s “We, Robot” event in October 2024 at Warner Bros. Studios in Burbank, California, where 20 pre-production units gave attendees rides around the studio lot. Musk said he believed the average operating cost would be around $0.20 per mile, and that buyers would be able to purchase one for under $30,000. The two-seat design is deliberate. Musk noted that 90 percent of miles driven involve one or two people, making a compact two-passenger vehicle the most efficient configuration for a fleet-scale robotaxi. Eliminating rear seats also removes complexity and cost, supporting that sub-$30,000 target.
Tesla’s annual production goal is 2 million Cybercabs per year once several factories reach full design capacity. The Cybercab has no steering wheel, no pedals, and relies entirely on Tesla’s vision-based FSD system. What the video shows is the first evidence of that system working not as a demo, but as a production reality, driving itself off the line and into the world.
🚗 Our first ride in Tesla Cybercab last October: pic.twitter.com/kGqIqgJPRn https://t.co/BITCXFhbVd
— TESLARATI (@Teslarati) April 22, 2025
Tesla has a plan to make Hardware 3 owners whole, and you won’t believe it
SpaceX just got pulled into the biggest Weapons Program in U.S. history
