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Tesla board responds to ISS in four-page shareholder letter

Credit: Tesla

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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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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.

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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SpaceX Starship Flight 13 aborted at Zero and Musk just told us what broke

Four Raptor engines failed to ignite at T-zero, forcing SpaceX to scrub Starship Flight 13 Thursday.

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SpaceX scrubbed the Starship Flight 13 launch attempt Thursday evening at the last possible moment, after four of the Super Heavy booster’s 33 Raptor 3 engines failed to ignite during the startup sequence. The 90-minute window had opened at 6:45 p.m. EDT from Starbase in Boca Chica, Texas, and the countdown had proceeded without issue all day, with more than 11.5 million pounds of liquid methane and liquid oxygen being fully loaded into the rocket before the automated abort triggered. SpaceX’s launch directors posted on X, “Standing down from today’s flight test attempt,” and shut down the livestream shortly after.

Musk confirmed the root cause within hours. “Some of the engines didn’t start, triggering an automatic launch abort,” he wrote on X. “To be confident of a good flight, 2 Raptors will be removed and replaced. Most probable launch timing is early next week.” SpaceX engineers began draining propellant tanks immediately and Booster 20 was rolled back to its hangar for inspection.

SpaceX comes with a slew of changes for Starship Flight 13

 

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The timing adds a layer of significance that did not exist during any of the previous 12 Starship flights. This is the first time SpaceX has attempted to launch Starship since the company made its stock market debut in June, listing under ticker SPCX at $135 per share. Public investors are now watching every Starship outcome in real time, and a last-second abort carries more visibility than it would have six months ago.

Flight 13 was designed to be one of the most consequential tests in the program’s history. It was set to carry 20 Starlink V3 satellites, the first operational payload Starship has ever attempted to deploy. Six of those satellites carried external cameras to photograph Starship’s heat shield from the outside during flight, which would act as a self-inspection approach SpaceX has never attempted before. The mission also needed to complete a Raptor engine relight in space, a step SpaceX skipped on Flight 12 in May after losing an engine during ascent. That Flight 12 booster also flipped 90 degrees off course during its boostback burn when five engines failed to reignite.

SpaceX has not announced an official next launch date. Musk’s “early next week” window points to July 21 or 22 at the earliest, pending the engine swap and a return to the pad.

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Elon Musk secretly acquires $1B energy company to power the AI future

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Gage Skidmore, CC BY-SA 4.0 , via Wikimedia Commons

Elon Musk flew under the radar with his recent purchase of a $1 billion energy company, according to Federal Trade Commission (FTC) documents.

Transaction number 202612350 listed Tesla and SpaceX frontman Elon Musk as the acquiring party and CF APR Super Holdings LLC as the seller, with New APR Energy, LLC as the acquired entity. The deal, which closed without public announcement, came to light on May 14.

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Analysts inferred the deal’s scale from minority stakeholder disclosures, including one report of a 5 percent interest sold for approximately $50.4 million. Fortress Investment Group had purchased APR’s assets in late 2024, rebranded the operation as New APR Energy, and subsequently transferred ownership to Musk.

APR Energy specializes in rapidly deployable power infrastructure. The company maintains one of the world’s largest fleets of mobile gas and diesel turbines, with more than 1.1 gigawatts of generation capacity. Its modular units, which are often trailer-mounted, enable turnkey installations ranging from 20 MW to over 500 MW.

Elon Musk admits he was ‘clearly wrong’ about Anthropic

APR provides full engineering, procurement, construction, operation, and maintenance services for behind-the-meter power plants, serving everything from data centers, utilities, and industrial clients.

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The firm has expanded aggressively to meet surging demand, recently adding turbines and deploying over 100 MW for a major AI hyperscaler. Its solutions bridge critical gaps where grid interconnections face delays of two to five years, according to Yahoo.

The acquisition means something more for Musk. As he continues to expand projects in artificial intelligence, especially xAI, his AI venture, there is a greater need to supply energy-intensive supercomputing clusters, including the Colossus project, with what they need: reliable and high-capacity power.

Ownership of APR provides immediate access to flexible generation assets that can be deployed adjacent to data centers, reducing dependence on a strained infrastructure. It also complements Tesla’s energy storage business, so Musk will be able to pull from his own entities to address the rapid scaling demands of AI training and compute.

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Tesla has to fix a big problem with its old headlights, NHTSA says

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tesla model 3 first generation headlight
Credit: Tesla Asia/Twitter

Tesla had a petition protesting a recall to fix a potential issue with 2017-2023 Model Y and Model 3 vehicles’ headlights was denied, as the National Highway Traffic Safety Administration (NHTSA) disagreed with the company’s opinion of things.

The recall covers approximately 19,917 Model Y and Model 3 vehicles built from 2017 to 2023. Tesla initially submitted a noncompliance report for the headlights on these vehicles on March 15, 2024. Tesla then petitioned for an exemption from the fix, which violated FMVSS No. 108 (40 CFR 571.108), arguing that the “noncompliance is inconsequential as it relates to motor vehicle safety.

The NHTSA disagreed, stating that Tesla’s conclusion that the headlights do not increase any risk was not an opinion it shared. The agency said it disagreed with Tesla’s assumption that glare is not increased to surrounding traffic. This issue could be highlighted even more in certain weather conditions.

Tesla will be required to remedy the issue, the NHTSA ruled:

“In consideration of the foregoing, NHTSA has decided that Tesla has not met its burden of persuasion that the subject FMVSS No. 108 noncompliance is inconsequential to motor vehicle safety. Accordingly, Tesla’s petition is hereby denied, and Tesla is consequently obligated to provide notification of and free remedy for that noncompliance under 49 U.S.C. 30118 and 30120.”

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The issue here appears to be the angle of the headlights and the brightness they emit during operation. The NHTSA report states that:

“Tesla’s headlamp supplier, Marelli Automotive Lighting, tested 25 right-hand and 25 left-hand lamps, and for this sample, found the maximum photometric intensity measured in the 10°U to 90°U and 90°L to 90°R zone was between 136.2 cd and 230.1 cd for the right-hand lamps and between 117.5 cd and 160.3 cd for the left-hand lamps. According to Tesla, these tests revealed that the photometric intensity of the right-hand and left-hand headlamp lower beam on the subject vehicles may measure as much as 230.1 cd in the 10°U to 90°U and 90°L to 90°R zone, exceeding the maximum photometric intensity by 105.1 cd. Additionally, Tesla states that a left-hand lamp tested by a Transport Canada recognized laboratory measured a maximum of 171.27 cd in the 10°U to 90°U and 90°L to 90°R zone. Despite these measurements exceeding the allowed photometric maximum of 125 cd, Tesla believes that the subject noncompliance is inconsequential to motor vehicle safety.”

Tesla also argued at some points that the headlights had not been deemed responsible for any complaints, accidents, or injuries related to the noncompliance.

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