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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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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’s amended S-1 is sparking a major Tesla merger conversation

A single line in SpaceX’s amended S-1 just sent Tesla stock down 5% in one day.

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A single line buried in SpaceX’s amended S-1 filing is doing more to move Tesla’s stock price than anything Tesla itself has announced in months. The clause, disclosed as SpaceX prepares for what could be the largest IPO in Wall Street history, states that the company “may issue a significant amount of equity in connection with future transactions.” While this may be seen as boilerplate language in S-1 filings, the historical ties between SpaceX and Tesla, and with Elon Musk reportedly discussing a possible merger with close colleagues, investors are interpreting it as something closer to a signal.

The concern among institutional investors like Gary Black, managing director of The Future Fund, pointed directly to the amended filing on X, saying it “strongly suggests more SPCX equity will be issued,” which could potentially be used to acquire Tesla. He estimated such a deal could be 28% dilutive to Tesla shareholders since SpaceX would likely command a significantly higher valuation multiple. Black added that institutional investors he knows hate the idea of a combination because they prefer pure plays over conglomerates, which he said “nearly always gravitate to the lowest common multiple.”

The Tesla and SpaceX merger everyone is talking about is quietly building

The bull case runs the math differently. Tesla influencer and retail shareholder advocate AleXandra Merz pushed back on what she called a widespread misunderstanding of how merger-of-equals deals actually work. Rather than simply splitting the difference between two market caps, a merger exchange ratio is negotiated based on relative fair market values, meaning the lower valued company typically sees its stock reprice upward toward the deal value.

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Under her model, SpaceX enters at a $2.5 trillion valuation and Tesla at $1.6 trillion, producing a combined entity worth $4.1 trillion split evenly between both shareholder groups. That implies Tesla’s side of the deal would be valued at $2.05 trillion, a gain of roughly $450 billion from its current market cap. She cited Dow-DuPont and CBS-Viacom as historical examples of how markets reprice both companies toward the announced exchange ratio after a deal is unveiled.


The SpaceX S-1 amendments also revealed just how much financial infrastructure already binds the two companies together. As Teslarati has reported, SpaceX purchased $697 million in Tesla Megapacks, $131 million in Cybertrucks, and the two companies have shared supply chain resources, and semiconductor fabrication plans since well before any merger conversation became public. A retail poll by Tesla influencer Sawyer Merritt is finding that 36% of respondents do not plan to buy SpaceX shares at IPO and 15.3% saying their decision depends on the valuation.


Whether the merger happens or not, the amended filing is seemingly moving markets and sharpened a debate that is no longer theoretical. SpaceX is weeks away from trading publicly, and Tesla shareholders are now watching every word of every filing for clues about what Musk plans to do next.

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Tesla’s European Comeback: Registrations soar in May as recovery gains momentum

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Credit: Tesla

Tesla is staging a powerful rebound in Europe. New vehicle registrations surged dramatically across multiple key markets in May 2026, signaling a strong recovery from the challenges of 2025.

Data released this week show double- and triple-digit year-over-year gains in several countries, driven by refreshed Model Y production, supportive policies, high fuel prices, and renewed consumer interest in electric vehicles.

In France, registrations exploded 655 percent to 5,446 vehicles, marking Tesla’s best May performance ever in the country. Norway, a longtime EV stronghold, saw 3,345 new Teslas registered, up 29 percent from May 2025. The company even captured a commanding 21.5 percent market share there, according to Detroit News.

Growth extended to other markets as well. Sweden posted a 71 percent increase to 858 registrations. Denmark jumped 136 percent to 1,750 units, where the Model Y became the top-selling vehicle overall. Spain climbed 113 percent to 1,690 sales, while Portugal soared nearly 350 percent to 1,463.

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The May results build on a broader turnaround for Tesla in Europe. The company’s sales on the continent had declined sharply in 2025, dropping between 27 and 28 percent amid production shifts, intense competition from Chinese rivals like BYD, and shifting consumer sentiment.

Early 2026 showed signs of life, with registrations rising about 45 percent across Europe in the first quarter and continuing upward momentum through April, up over 46 percent region-wide.

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Europe’s overall electrified vehicle market (including BEVs, PHEVs, and hybrids) grew about 21 percent in May, providing a favorable tailwind. Tesla’s gains align with this trend, boosted by government incentives and high fuel costs that make EVs more attractive.

Earlier data from March and April already hinted at strength in Germany, where registrations had surged dramatically in prior months.

Analysts note that while competition remains fierce, Tesla’s refreshed lineup and Europe’s policy support for EVs are helping the company regain ground. The May surge suggests the worst of the 2025 downturn may be behind it, positioning Tesla for stronger performance in the second half of 2026.

This rebound is welcome news for the EV pioneer, demonstrating resilience in a competitive and evolving market. As more data rolls in, investors and industry watchers will be closely monitoring whether this momentum can sustain through the summer and beyond.

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Tesla plans ingenious improvement to one of its best features

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Credit: Tesla

Tesla is planning to improve one of the best features on its lineup of cars, a new patent shows. Tesla’s massive glass roof on its premium models is among the coolest additions to the all-electric vehicles, but the design certainly has its complaints, especially from those who live in even slightly warm climates.

Tesla has published a new patent that promises to transform cabin comfort in its electric vehicles, particularly those equipped with the expansive glass roofs.

The document, identified as US20260091643A1 and titled “Airflow Optimization for Cabin Comfort“, addresses that common complaint. Sunlight streaming through windshields and panoramic roofs creates localized hot air pockets near the dashboard and headliner. These pockets generate significant temperature gradients that conventional heating, ventilation, and air conditioning systems struggle to manage evenly.

The exposure to direct sunlight can make the cabin extremely warm, and even after cooling down the interior temperature, combating the continuous stream of sunlight and heat is a challenge. It uses precious energy that is especially pertinent to range and efficiency.

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The patent explains how standard dashboard vents push cool air upward, only to entrain warmer air from these stagnant zones and distribute it throughout the occupied cabin space. This process forces the blower to operate at higher speeds, increasing energy consumption and reducing overall efficiency.

In electric vehicles, where every watt impacts driving range, such inefficiencies prove costly.

Research from AAA indicates that air conditioning can diminish range by up to 17 percent under hot conditions. Tesla’s innovation shifts the approach by extracting heat at its source rather than attempting to dilute it after mixing occurs.

Engineers describe a suction HVAC unit connected to dedicated intakes positioned strategically on the upper dashboard surface and within the headliner.

These intakes link to a hot air pocket extraction duct that channels the warmest air directly into the system’s plenum for conditioning. As the blower activates, it simultaneously draws recirculated cabin air and targeted hot pocket air through filters and cooling coils before redistributing conditioned airflow.

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It seems somewhat reminiscent of the Tesla heat pump, which aims to combat colder temperatures.

Tesla highlights Model Y’s heat pump innovations in new promotional video

This method reduces entrainment, lowers peak temperatures, and achieves more uniform comfort levels. Testing data reveals that facial temperature gradients drop from 21 degrees Celsius, or 69.8 degrees Fahrenheit, in conventional setups to just 12 degrees Celsius (53.6 degrees F) with the new system. Blower speeds and compressor power requirements decrease appreciably as a result.

The design incorporates smart controls that monitor sunlight intensity and internal temperature distributions in real time. Suction activates selectively only where needed, optimizing energy use without constant high demand. Furthermore, the extraction duct serves a dual purpose.

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In the summer months, it pulls hot air inward for cooling; in winter, it reverses to direct warm air outward for rapid windshield defrosting. This versatility allows the reuse of existing hardware with minimal modifications, potentially enabling retrofits in current Tesla fleets.

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