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Tesla files Board of Directors rule change with the SEC

Credit: Ministério Das Comunicações [CC BY:2.0]

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Tesla has filed a Form 8-K with the SEC, introducing a new rule on how Directors can be nominated to the Board.

Besides Elon Musk, perhaps no other part of the Tesla corporate structure has faced more criticism over the past year than the Board of Directors. Most notably, as Tesla stock plunged during the second half of last year, the Board faced increasing pressure to act but instead allowed CEO Elon Musk to continue his plans. Now, following numerous applications to the Board, Tesla has introduced a new rule regarding how Directors can be nominated to the Board.

The new rule change, initially spotted by Sawyer Merrit on Twitter, is part of a larger 8-K filing with the SEC in the United States. In it, Tesla explains how Board members can now be nominated and what requirements they must meet.

According to the 8-K filing, Tesla will now allow any shareholder or group of up to 20 investors, who own a minimum of 3% of Tesla’s outstanding shares and have done so for a minimum of 3 years, to nominate someone to the Board of Directors. These nominated Directors can constitute either 2 or 20% of the Board seats, whichever number is larger at the time of nomination.

It should be noted that this new Board member nomination process does not guarantee nominees a seat on the Board. Once nominated, after meeting the aforementioned criteria, the nominee then faces a vote of the shareholders, determining if they gain a seat. And while technically, there is no limit to the number of Board seats that Tesla could open; nominees would be constrained by the number of seats available under the 2-seat/20% rule.

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This change to the Board comes not only when an increasing number of investors are looking to join but also during a time of significant political and public instability. Most recently, the Tesla Board was asked if Elon Musk’s controversial nature has put the brand at risk in eyes of consumers. Further, some government officials, again likely influenced by Elon Musk’s controversial nature, have even gone as far as questioning the Board’s ability or willingness to uphold its fiduciary responsibility.

What do you think of the article? Do you have any comments, questions, or concerns? Shoot me an email at william@teslarati.com. You can also reach me on Twitter @WilliamWritin. If you have news tips, email us at tips@teslarati.com!

Will is an auto enthusiast, a gear head, and an EV enthusiast above all. From racing, to industry data, to the most advanced EV tech on earth, he now covers it at Teslarati.

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Tesla Phone? Not quite, but close: analyst

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Photo: Boss Hunting.com.au

For years, there have been images and videos across social media platforms that have reminded me of when I was a 15-year-old kid teased by “Xbox 720” videos on YouTube. These videos are of the supposed “Tesla Phone” that Elon Musk was secretly developing in between leading Tesla with its electric cars and SpaceX with its reusable rockets.

Although Musk has put those rumors to bed several times, it was never completely out of the realm that he could get involved in cell phones in some capacity. Think outside the box and more macro-level, though. Instead of reinventing the computer, Musk reinvented connectivity by developing Starlink with SpaceX.

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It could be something similar, TD Cowen analyst Gregory Williams said in a note last week, where he hinted SpaceX could be gathering some steam to acquire T-Mobile.

Williams said it would be the “clear choice” for SpaceX if it decided to go through with a network acquisition. He also suggested AT&T.

The move would be possible through selling more of its own stock, which would help SpaceX raise the money to purchase T-Mobile, which would cost roughly $300 billion. It could be one of the moves SpaceX makes post-IPO in terms of an acquisition: it already acquired Cursor AI for $60 billion.

Other analysts, like Dan Ives of Wedbush, believe SpaceX and Tesla will eventually merge into one anyway, and that conglomeration could come as soon as this year, some have said.

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The implications of SpaceX purchasing T-Mobile are massive. A combined entity would create a truly ubiquitous network: T-Mobile’s terrestrial 5G towers and Starlink’s growing constellation of Direct-to-Cell satellites. This would essentially eliminate dead zones across the U.S. and potentially globally.

SpaceX would instantly become a full-scale facilities-based carrier with satellite differentiation; a huge advantage. This would pressure AT&T and Verizon heavily.

There are also concerns like a potential reduction in long-term competition, and of course, a deal of that size would face intense scrutiny from government agencies.

The strategic fit is compelling due to the existing Starlink–T-Mobile partnership and complementary technologies (space + terrestrial). It could create a dominant integrated communications player. However, the regulatory, financial, and execution hurdles are enormous — this remains highly speculative with no indication SpaceX is actively pursuing it right now.

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Tesla reveals huge Cybercab detail in new guide for First Responders

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Credit: Tesla

Tesla revealed a major new Cybercab detail in a guide it released for First Responders, showing new territory in its beliefs and intentions for the ride-hailing-focused vehicle that entered production in April.

The First Responders Guide is released to give fire departments, paramedics, and other emergency personnel the proper guidance on what to do in the event of an accident, entrapment, or other situation that would require immediate attention.

On one of the pages of the First Responders Guide, Tesla revealed a stark detail about the Cybercab, which could help personnel enter the vehicle more easily in case of an emergency.

Tesla Cybercab has one important piece that AI4 cars might need for FSD

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It shows Tesla has no intention of releasing any Cybercab units that were initially proposed for ride-hailing services for the general public with any manual controls, meaning a steering wheel or pedals:

“A Cybercab equipped with steering wheel, brake pedal, and an acceleration pedal is typically an engineering or test vehicle, and operates at SAE Level 2 autonomy. Cybercab is not typically equipped with a steering wheel or acceleration and brake pedals.”

This is a major development for those who continue to believe Tesla planned to release the Cybercab with any sort of manual controls so that passengers could take over if needed. However, when Tesla started manufacturing production versions of the Cybercab in Giga Texas earlier this year, they were spotted without a steering wheel or pedals.

It essentially confirms the company has no intentions of bringing manual controls to the car’s production versions. Some have argued that the likelihood of Tesla having something

There still are some Cybercab units out there with a steering wheel and pedals, and as Tesla said, these cars are engineering or test vehicles, which have Safety Monitors on board to help the car out of a precarious situation or emergency.

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Tesla Full Self-Driving v14 ‘Lite’ Release Notes: new capabilities and features

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(Credit: Megan Gale/Twitter)

Tesla released the Full Self-Driving v14 ‘Lite’ suite to owners of Hardware 3 or AI3 vehicles today, adding several new features to the vehicles that were once believed to be capable of unsupervised self-driving.

Now, Tesla has released this modified suite to older Tesla vehicles, adding plenty of new features and capabilities.

Here are the full release notes for the suite:

  • Distilled the intelligence from HW4 V14 into HW3. This allows HW3 to directly learn how to handle scenarios using HW4 V14 as a guide. This process unlocks the improvements that have been made to HW4 including Reinforcement Learning (RL) and offline models for HW3.
  • Improved both proactive and reactive responsiveness across a wide variety of categories including navigation handling, merges and forks, pedestrian interactions, traffic lights, and vehicle cut-in scenarios.
  • Improved general comfort in nominal scenarios through fewer false slowdowns, smoother steering and more consistent lane centering.
  • Introduced parking, unparking, and reversing capabilities.
  • Added Arrival Options for you to select where FSD should park: in a Parking Lot, on the Street, in a Driveway, or at the Curbside.
  • Speed Profiles are now available at all times, to further customize driving style preference.

These improvements, according to Tesla’s Head of AI, Ashok Elluswamy, help distill the driving behavior from AI4’s v14 series into both the camera and compute configurations of AI3.

Tesla Full Self-Driving v14 ‘Lite’ for older cars finally gets released

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He added:

“It includes destination options and speed profiles on city roads, but more importantly significantly improved safety. We hope you’ll enjoy it, once the build ships wide.”

Tesla will continue to roll out the v14 Lite suite more widely in the coming weeks, the company said.

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