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Tesla investors to vote on Texas incorporation, ratification of Musk’s 2018 comp plan at 2024 annual meeting

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Tesla has filed its Proxy Statement 2024 to the United States Securities and Exchange Commission (SEC). The document included details about the electric vehicle maker’s 2024 annual meeting of stockholders, updates regarding the company’s plans for CEO Elon Musk’s 2018 pay package, as well as an initiative to move Tesla’s state of corporation from Delaware to Texas. 

In her Letter to Stockholders, Tesla Chairperson of the Board Robyn Denholm noted that Texas has become the company’s business home, so it also makes sense that 2024 would be the year when Tesla would transfer its state of incorporation from Delaware to the Lone Star state. She also noted that thousands of Tesla shareholders have already shared similar sentiments with the company. 

“2024 is the year that Tesla should move home to Texas. We are asking for your vote to approve Tesla’s move from Delaware, our current state of incorporation, to a new legal home in Texas. Texas is already our business home, and we are committed to it… Texas is where we should continue working towards our mission of accelerating the world’s transition to sustainable energy, as we lay the foundation for our growth with our ramp and build of factories for our future vehicles and to help meet the demand for energy storage as well as with our progress in artificial intelligence via full self-driving and Optimus,” Denholm wrote. 

 The Tesla Chairperson of the Board also noted that TSLA shareholders would be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year. Denholm noted that ratification of Musk’s 2018 compensation plan, whose targets have already been fully met by the CEO ahead of schedule, would restore Tesla stockholder democracy. 

“Corporate democracy and stockholder rights are at the heart of Tesla’s values. Earlier this year, a Delaware Court ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018. The Tornetta Court decided, years later, that the CEO pay package was not “entirely fair” to the very same stockholders who voted to approve it — even though approximately 73% of all votes cast by our disinterested stockholders voted to approve it in 2018,” Denholm wrote. 

Tesla is expected to hold its 2024 annual meeting of stockholders on June 13, 2024 at 3:30 p.m. Central Time (1:30 p.m. Pacific Time). The meeting will be held at Gigafactory Texas in Austin, Texas. 

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Following is a list of proposals that are up for a vote in Tesla’s 2024 annual shareholder meeting, as well as the Board’s vote recommendations.

Tesla Proposals

  1. A Tesla proposal to elect two Class II directors to serve for a term of three years, or until their respective successors are duly elected and qualified (“Proposal One”). – Board Recommendation: “FOR”
  2. A Tesla proposal to approve executive compensation on a non-binding advisory basis (“Proposal Two”). – Board Recommendation: “FOR”
  3. A Tesla proposal to approve the redomestication of Tesla from Delaware to Texas by conversion (“Proposal Three”). – Board Recommendation: “FOR”
  4. A Tesla proposal to ratify the 100% performance-based stock option award to Elon Musk that was proposed to and approved by our stockholders in 2018 (“Proposal Four”). – Board Recommendation: “FOR”
  5. A Tesla proposal to ratify the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal Five”). – Board Recommendation: “FOR”

Stockholder Proposals

  1. A stockholder proposal regarding the reduction of director terms to one year, if properly presented (“Proposal Six”). – Board Recommendation: “AGAINST”
  2. A stockholder proposal regarding simple majority voting provisions in our governing documents, if properly presented (“Proposal Seven”). – Board Recommendation: “AGAINST”
  3. A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented (“Proposal Eight”). – Board Recommendation: “AGAINST”
  4. A stockholder proposal regarding the adoption of a freedom of association and collective bargaining policy, if properly presented (“Proposal Nine”). – Board Recommendation: “AGAINST”
  5. A stockholder proposal regarding reporting on effects and risks associated with electromagnetic radiation and wireless technologies, if properly presented (“Proposal Ten”). – Board Recommendation: “AGAINST”
  6. A stockholder proposal regarding adopting targets and reporting on metrics to assess the feasibility of integrating sustainability metrics into senior executive compensation plans, if properly presented (“Proposal Eleven”). – Board Recommendation: “AGAINST”
  7. A stockholder proposal regarding committing to a moratorium on sourcing minerals from deep sea mining, if properly presented (“Proposal Twelve”). – Board Recommendation: “AGAINST”

Tesla’s Proxy Statement 2024 can be viewed below. 

Tesla Proxy Statement 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.

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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Nvidia’s board meets on Jensen Huang, and Elon Musk already has an answer

Elon Musk says it would be an honor to hire Jensen Huang amid Nvidia turmoil.

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Elon Musk says he would welcome Jensen Huang at one of his companies if Nvidia’s board decides to push out its longtime chief executive.

On Wednesday evening, the financial account ZeroHedge posted “Elon please hire Jensen” on X. Musk replied roughly two hours later: “That would be an honor.” Neither Huang nor Nvidia had responded publicly as of Wednesday night.

Musk’s reply came as Nvidia’s board met to decide Huang’s future. The Wall Street Journal reported that directors were preparing to oust him following reports of two extramarital relationships. One involves Alice Huang, a Singapore-based businesswoman whom U.S. intelligence officials reportedly believe was working for China’s Ministry of State Security. The New York Times separately reported a relationship with Kimberly Powell, Nvidia’s vice president of health care. Huang acknowledged being unfaithful in a memo to employees on Sunday but gave no details.


Under Nvidia’s bylaws, a majority of its 11 directors can remove the CEO with or without cause. Bloomberg reported that the board has been working with an outside firm on possible replacements and may name an interim chief, with CFO Colette Kress seen as the likely pick. Nvidia shares fell more than 8 percent in extended trading, according to CNBC, and the company is scheduled to report quarterly earnings on November 17.

Musk has more riding on Nvidia’s leadership than most tech executives. In August, he told investors on SpaceX’s first earnings call as a public company that it would build its AI infrastructure exclusively on Nvidia hardware, calling Vera Rubin “the best architecture.” SpaceX is also working with Nvidia on the compute payload for Starmind, its planned orbital AI constellation. In October, SpaceX said it had a binding commitment for a roughly $40 billion lease of Vera Rubin GPUs and related equipment, with the leases expected to begin in the first half of 2027.

The scale of that dependence is already enormous. On its Q3 call, SpaceX said it was bringing roughly 200,000 to 220,000 Nvidia GB300 GPUs online each month and expects 2.5 to 3 GW of nameplate compute by the end of the year. That buildout is now reaching new sites like the proposed $24 billion power plant and supercomputer campus at Starbase.

The relationship between the two executives also goes back nearly a decade. Huang has often told the story of personally delivering Nvidia’s first DGX-1 AI supercomputer to Musk in 2016, when no other customer wanted one. “Nobody wanted to be part of it, except for Elon,” Huang said on the Joe Rogan Experience last December.

Musk did not say what role Huang might fill, and his reply stops short of a formal offer. Huang co-founded Nvidia in 1993 and still owns about 3.6 percent of its stock, so any move to a Musk company would depend on whether, and how, he leaves the chipmaker he has run for more than three decades.

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Starlink Mini 2 arrives with one feature for true off-grid connectivity

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Credit: SpaceX

SpaceX officially launched the Starlink Mini 2 on November 10, delivering the first portable Starlink terminal designed around independent power.

Invitation-only preorders for select U.S. customers are priced at $999 plus tax, a figure that includes a full year of Roam Unlimited service valued at roughly $2,100. A refundable $100 deposit reserves the kit, with the balance due at shipment, expected to begin in mid-December. Broader availability is listed as coming soon.

The headline feature is the quick-swap 71 Wh battery. Clipped to the rear of the dish without tools, it delivers up to 4.5 hours of connectivity on a single charge.

The 490-gram pack includes its own USB-C port and LED indicators, so users can charge a spare separately and swap it in seconds while staying online. Starlink notes that the terminal can continue operating while the battery charges or run directly from a 60 W USB-C source. The retail box includes one battery, a 60 W USB-C charger, and a 3-meter cable.

Beyond power, the Mini 2 is thinner at 23.1 mm (versus 38.5 mm on the original Mini) while measuring 263 × 314 mm. With the battery and kickstand attached it weighs 1.6 kg.

Built-in Wi-Fi 6 expands coverage to up to 1,800 square feet, an IP67 rating protects against dust and water, and a standard 1/4-20 tripod thread plus physical power button round out the design. Field of view remains 110 degrees, and the unit retains support for mobile use.

For travelers, campers, and remote workers, the swappable battery removes the longstanding requirement for an external power bank or vehicle outlet that defined the first Mini. Spare packs sold separately further extend runtime, turning the compact terminal into a more self-contained solution.

While the bundled $999 invitation price sits well above the original Mini’s current $149 starting point, the included year of service and genuine untethered operation mark a clear step forward in portable satellite internet.

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SpaceX’s $24B Starbase supercomputer plan slipped past a key roadblock

SpaceX wants a Starbase tax break for a $24 billion gas plant and supercomputer campus.

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Concept rendering of SpaceX President Gwynne Shotwell overlooks the company’s Hawthorne, California headquarters as an American flag flies over the campus at sunset.

SpaceX is asking its own company town for a tax break on a $24 billion natural gas power plant and supercomputing facility at Starbase, Texas, and the land it picked sits just outside the reach of a data center moratorium that took effect in neighboring Brownsville last week.

A City of Starbase public hearing notice says SpaceX “proposes to construct, own, and operate a gas-fired power plant and super-compute facility” on roughly 444 acres between Boca Chica Boulevard and the Port of Brownsville. The $24 billion figure covers only the initial phases, and the notice leaves room for future expansions. The Starbase City Commission will consider a property tax abatement and a related economic development agreement at a 7 p.m. hearing on December 9. The notice does not disclose the size or length of the abatement, or how much computing capacity the site would hold.

The location has a history. Over the summer, SpaceX asked Brownsville to remove the tract from its city limits and offered $220 million for water and wastewater projects in return. Brownsville approved the move in August, and Starbase later annexed the land. Brownsville’s own 90-day pause on data center applications took effect last week, and had the tract stayed inside the city, the project likely would have needed a different home.

The power side is already in front of state regulators. SpaceX has applied to the Texas Commission on Environmental Quality for air permits covering 35 mobile gas turbines producing roughly 750 megawatts, according to Politico, which also noted that two of the three Starbase commissioners voting on the incentives are SpaceX executives.

Building its own plant lets SpaceX skip the Texas grid. Gov. Greg Abbott paused new data center grid connections in August pending an audit, but a facility that generates its own electricity does not need one. The air permit still has to clear the TCEQ, where Abbott also ordered a halt on data center permits.

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The bigger test arrives in January. Governor-elect Gina Hinojosa, who unseated Abbott last week, has said she will block data center approvals until the legislature passes new protections, and she has already asked state officials to hold off on any sale of Boca Chica State Park to SpaceX until she is sworn in. Tesla and SpaceX shares both fell the day after the election, and Musk’s first reaction on X was “Data centers in space looking pretty appealing right now.”

That line points to Starmind, SpaceX’s orbital compute constellation. Musk has said terrestrial compute will be “peanuts compared to orbital compute” and expects monthly orbital deployments to pass ground deployments around the end of 2028, as Teslarati reported. Until then, SpaceX still needs gigawatts on the ground. It ended the third quarter with 1.7 GW of nameplate compute, is targeting 2.5 to 3 GW by the end of this year and wants at least 10 GW more in 2027. Its existing Colossus sites around Memphis already run on gas turbines and face a lawsuit from residents over emissions.

Local reaction is split. The South Texas Environmental Justice Network has announced a protest, citing air quality, water use and energy bills, while some Brownsville residents told the Tribune they welcome the jobs. SpaceX did not respond to the Tribune’s questions about the project.

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