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Tesla Chair of the Board letter urges stockholders to approve Texas reincorporation

Credit: Tesla

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Tesla has been putting in a lot of effort into encouraging TSLA shareholders to vote for Proposals Three and Four at the 2024 Annual Stockholders’ Meeting. While previous letters that have been sent about the matter have been quite focused on Elon Musk’s compensation plan, a recent letter from Tesla Board Chair Robyn Denholm has focused on Tesla’s proposed reincorporation to Texas. 

As could be seen in Denholm’s letter, Texas is already the business home for Tesla, so it only makes sense to make the Lone Star state into the company’s legal home as well. Texas is already home to Tesla’s headquarters and Giga Texas is the electric vehicle maker’s flagship production facility. As per the Board Chair, thousands of Tesla employees and some executives have also moved to Texas. 

More importantly, Denholm noted that Delaware is simply no longer the right jurisdiction for Tesla, and that the company has been studying a move out of Delaware for some time. Denholm provided some benefits that Tesla could see if it was reincorporated at the Lone Star state. “We need to be incorporated in a state that we believe will protect stockholder rights while, at the same time, support the kind of innovation that has driven the strong stockholder returns you have enjoyed over the past several years. That state is Texas,” Denholm wrote. 

Following is Denholm’s recent letter to TSLA shareholders

Dear Fellow Stockholder,

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Tesla has been one of the most successful enterprises of our time. In just the past six years, we created more than $735 billion’ in value for you while advancing our mission of accelerating the world’s transition to sustainable energy and driving an unmatched pace of innovation in artificial intelligence. Our next growth vector is equally as ambitious.

But the present and future value Tesla is poised to deliver for all of you is at risk. This year’s Annual Stockholders’ Meeting is rapidly approaching, and we need your vote on two important proposals:

Vote FOR Proposal Three – Redomesticating Tesla in the State of Texas

Vote FOR Proposal Four – Ratification of the 2018 CEO Performance Award

Both of these proposals are critical to our future. But today, I want to talk about Texas.

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Texas is already our business home. We need to make it our legal home, too.

Redomesticating in Texas is the logical evolution for Tesla. We have moved our corporate headquarters to Texas in 2021 and in 2022, we completed our Gigafactory Texas – Tesla’s principal manufacturing facility, the production hub for the Model Y and the home of the Cybertruck and our future vehicles. Thousands of our employees as well as our executives have moved there.

Texas also has a legal regime that will enable us to advance our world-changing mission and, in turn, continue to create additional value for you.

There is value in business disputes being heard where Tesla is headquartered – the community is directly impacted by court decisions affecting our Company.

Over the last several years it has become clear that Delaware is no longer the right jurisdiction for us. In fact, we have been studying a move out of Delaware for some time. Redomesticating in Texas builds on our relationships with the state and local communities, including government actors, employees and other stakeholders, which are critical to Tesla, and reinforces our commitment to the state.

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We need to be incorporated in a state that we believe will protect stockholder rights while, at the same time, support the kind of innovation that has driven the strong stockholder returns you have enjoyed over the past several years. That state is Texas.

Everything is bigger in Texas, and being in Texas enables us to dream bigger for the future, and for all of you.

Sincerely,

Robyn M. Denholm

Chair of the Board

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The decision of Tesla shareholders on Proposals Three and Four will be announced at the 2024 Annual Stockholders’ Meeting, which is scheduled for June 13, 2024. The meeting will be held at Giga Texas at 3:30 PM CT. Similar to previous Tesla events, the 2024 Annual Stockholders’ Meeting will be livestreamed.

Tesla’s recent communication to TSLA shareholders can be viewed below.

Tesla Letter to Stockholders May 28 2024 by Simon Alvarez on Scribd

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Investor's Corner

Ron Baron states Tesla and SpaceX are lifetime investments

Baron, one of Tesla’s longest-standing bulls, reiterated that his personal stake in the company remains fully intact even as volatility pressures the broader market.

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Credit: @TeslaLarry/X

Billionaire investor Ron Baron says he isn’t touching a single share of his personal Tesla holdings despite the recent selloff in the tech sector. Baron, one of Tesla’s longest-standing bulls, reiterated that his personal stake in the company remains fully intact even as volatility pressures the broader market.

Baron doubles down on Tesla

Speaking on CNBC’s Squawk Box, Baron stated that he is largely unfazed by the market downturn, describing his approach during the selloff as simply “looking” for opportunities. He emphasized that Tesla remains the centerpiece of his long-term strategy, recalling that although Baron Funds once sold 30% of its Tesla position due to client pressure, he personally refused to trim any of his personal holdings.

“We sold 30% for clients. I did not sell personally a single share,” he said. Baron’s exposure highlighted this stance, stating that roughly 40% of his personal net worth is invested in Tesla alone. The legendary investor stated that he has already made about $8 billion from Tesla from an investment of $400 million when he started, and believes that figure could rise fivefold over the next decade as the company scales its technology, manufacturing, and autonomy roadmap.

A lifelong investment

Baron’s commitment extends beyond Tesla. He stated that he also holds about 25% of his personal wealth in SpaceX and another 35% in Baron mutual funds, creating a highly concentrated portfolio built around Elon Musk–led companies. During the interview, Baron revisited a decades-old promise he made to his fund’s board when he sought approval to invest in publicly traded companies.

“I told the board, ‘If you let me invest a certain amount of money, then I will promise that I won’t sell any of my stock. I will be the last person out of the stock,’” he said. “I will not sell a single share of my shares until my clients sold 100% of their shares. … And I don’t expect to sell in my lifetime Tesla or SpaceX.”

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Watch Ron Baron’s CNBC interview below.

@teslarati :rotating_light: This is why you need to use off-peak rates at Tesla Superchargers! #tesla #evcharging #fyp ♬ Blue Moon – Muspace Lofi
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Elon Musk

‘You chose ambition’: Tesla Chair hails shareholders for backing Elon Musk’s vision

Denholm stated that the vote highlighted TSLA investors’ continued confidence in both Musk’s leadership and Tesla’s vision for an autonomous, AI-driven future.

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(Credit: Tesla)

Tesla Chair Robyn Denholm has issued a letter to shareholders celebrating what she described as “overwhelming support” at this year’s Annual Meeting, framing the approval of Elon Musk’s trillion-dollar pay plan as a defining moment in Tesla’s mission. 

Denholm stated that the vote highlighted TSLA investors’ continued confidence in both Musk’s leadership and Tesla’s vision for an autonomous, AI-driven future.

Denholm hails shareholder confidence

In her letter, which was posted by the electric vehicle maker on X through Tesla’s official handle, Denholm thanked investors for backing Proposals One, Three, and Four, items she said reaffirm Tesla’s “Master Plan Part IV” and its broader mission to accelerate sustainable prosperity. She characterized the shareholder vote as “a vote of confidence in our visionary leader, Elon,” crediting Musk with transforming Tesla into one of the most valuable companies in history.

“In a year when many tried to sow doubt and negativity, you chose a better future,” Denholm wrote. “You chose ambition. You chose to see what is possible. You chose to back the people who have been in the room since the earliest days, fighting for the mission that first brought us all together—a better world for humanity,” she wrote in her letter. 

Her comments framed Musk’s pay package approval not only as a governance milestone but as a symbolic endorsement of Tesla’s long-term trajectory across autonomy, AI, and energy innovation.

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“A whole new book” of innovation

Denholm highlighted Tesla’s push toward autonomy as the company’s next major growth phase, citing the Robotaxi program and Optimus humanoid robot as examples of bringing artificial intelligence “into the physical world.” She described this period as potentially “the largest value-creation event in Tesla’s history, and quite possibly in the history of humanity.”

The letter reaffirmed the board’s commitment to direct engagement with shareholders through Tesla’s online platform and live events. Denholm emphasized that feedback from investors “informs our strategy and strengthens us” as Tesla prepares for new technology rollouts and expanded AI capabilities.

“You, our shareholders, have given us the mandate and the runway to execute. We are humbled, and rest assured that we do not take that responsibility lightly… Thank you for believing in Tesla. Thank you for standing with us. We look forward to years of bold leadership and pioneering innovation, fueled by our commitment to creating a better future for all,” she wrote.

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Elon Musk

Twitter co-founder Jack Dorsey endorses Elon Musk Tesla pay package

Dorsey framed the pay package as an engineering and governance crossroads for Tesla.

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Twitter co-founder and Square CEO Jack Dorsey has publicly backed Elon Musk’s leadership ahead of Tesla’s pivotal shareholder vote, which is expected to be decided later today at the company’s 2025 annual meeting. 

Dorsey framed the pay package as an engineering and governance crossroads for Tesla.

Dorsey’s public nod framed as an engineering defense of Musk

In a post on X, Dorsey weighed in on Tesla’s post about being in a “critical inflection point.” As per the Twitter-co-founder, the vote on Musk’s 2025 performance award is not about compensation. Instead, it’s about ensuring the path for the company’s engineering in the coming years. 

“This is not about compensation. it’s about ensuring a principled (and exciting!) engineering approach to the company’s future,” Dorsey wrote on his post, later stating that users of Cash app with TSLA shares would be able to vote for the CEO’s proposed 2025 performance award. 

Elon Musk appreciated Dorsey’s endorsement, responding to the Twitter co-founder’s post with a heart emoji. Musk has been pretty thankful for the support for is fellow tech executives, also thanking Michael Dell recently, who also advocated for its proposed 2025 performance award.

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Musk’s support

While Elon Musk’s 2025 performance award has received opposition from proxy advisors such as Glass Lewis and ISS, it has received quite a lot of support from longtime bulls such as ARK Invest, and, more recently, Schwab Asset Management following calls from TSLA retail shareholders. 

“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved,” Charles Schwab told Teslarati.

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