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Tesla investors to vote on Texas incorporation, ratification of Musk’s 2018 comp plan at 2024 annual meeting
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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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.
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
- 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”
- A Tesla proposal to approve executive compensation on a non-binding advisory basis (“Proposal Two”). – Board Recommendation: “FOR”
- A Tesla proposal to approve the redomestication of Tesla from Delaware to Texas by conversion (“Proposal Three”). – Board Recommendation: “FOR”
- 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”
- 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
- A stockholder proposal regarding the reduction of director terms to one year, if properly presented (“Proposal Six”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding simple majority voting provisions in our governing documents, if properly presented (“Proposal Seven”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented (“Proposal Eight”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding the adoption of a freedom of association and collective bargaining policy, if properly presented (“Proposal Nine”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding reporting on effects and risks associated with electromagnetic radiation and wireless technologies, if properly presented (“Proposal Ten”). – Board Recommendation: “AGAINST”
- 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”
- 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
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Tesla has made two big interior changes to several Model Y vehicles in its lineup, and the changes come just as the new model year begins production.
Last year, Tesla launched the Model Y Standard, which separated the previous models into the “Premium” category. The Standard vehicles lack several features, including more premium interior materials, acoustic-lined glass, and storage.
@teslarati There are some BIG differences between the Tesla Model Y Standard and Tesla Model Y Premium #tesla #teslamodely ♬ Sia – Xeptemper
The Model Y “Premium” trims are now getting several new upgrades, which come after the company launched a seven-seat configuration of the vehicle last night in the North American market for an upcharge of $2,500.
The new Model Y seven-seat configuration did not come with just an additional row of seating; it also came with a slew of other goodies that now come standard and were previously only available on the Model Y Performance, which was launched late last year.
All Black Headliner
The new Tesla Model Y Premium trims will now come standard with a black headliner, something that many owners have been requesting for some time.
The previous grey headliner and trim within the vehicle is now gone; it will be all black on all of the Premium trims from here on out, a welcome change:
Credit: Tesla
Larger and Higher Resolution Center Touchscreen
The center touchscreen in the new Model Y Premium configuration is now larger and has a higher resolution than the previous version.
In last year’s Model Y configurations (apart from the Performance), the center touchscreen was 15.4″. Now, Tesla has decided to go with the 16″ version across all Premium trims, which is a nice step up. It was nice to see this in the Performance, but it is really great to see Tesla include this in the Model Y’s more Premium trim levels.
Tesla Model Y Seven Seater
Tesla launched the latest iteration of the seven-seater for the Model Y on Monday night. Traditionally, the Model Y seats five passengers in total, but there were calls for a more spacious version several years ago.
Tesla released it, but it was extremely tight in the back, basically reserving those back seats for only small people or children.
Credit: Tesla
The new configuration looks to be slightly more spacious in the third row, but not as much space as most would require or want. Instead,
Elon Musk
Lufthansa Group to equip Starlink on its 850-aircraft fleet
Under the collaboration, Lufthansa Group will install Starlink technology on both its existing fleet and all newly delivered aircraft, as noted by the group in a press release.
Lufthansa Group has announced a partnership with Starlink that will bring high-speed internet connectivity to every aircraft across all its carriers.
This means that aircraft across the group’s brands, from Lufthansa, SWISS, and Austrian Airlines to Brussels Airlines, would be able to enjoy high-speed internet access using the industry-leading satellite internet solution.
Starlink in-flight internet
Under the collaboration, Lufthansa Group will install Starlink technology on both its existing fleet and all newly delivered aircraft, as noted by the group in a press release.
Starlink’s low-Earth orbit satellites are expected to provide significantly higher bandwidth and lower latency than traditional in-flight Wi-Fi, which should enable streaming, online work, and other data-intensive applications for passengers during flights.
Starlink-powered internet is expected to be available on the first commercial flights as early as the second half of 2026. The rollout will continue through the decade, with the entire Lufthansa Group fleet scheduled to be fully equipped with Starlink by 2029. Once complete, no other European airline group will operate more Starlink-connected aircraft.
Free high-speed access
As part of the initiative, Lufthansa Group will offer the new high-speed internet free of charge to all status customers and Travel ID users, regardless of cabin class. Chief Commercial Officer Dieter Vranckx shared his expectations for the program.
“In our anniversary year, in which we are celebrating Lufthansa’s 100th birthday, we have decided to introduce a new high-speed internet solution from Starlink for all our airlines. The Lufthansa Group is taking the next step and setting an essential milestone for the premium travel experience of our customers.
“Connectivity on board plays an important role today, and with Starlink, we are not only investing in the best product on the market, but also in the satisfaction of our passengers,” Vranckx said.
Elon Musk
Tesla locks in Elon Musk’s top problem solver as it enters its most ambitious era
The generous equity award was disclosed by the electric vehicle maker in a recent regulatory filing.
Tesla has granted Senior Vice President of Automotive Tom Zhu more than 520,000 stock options, tying a significant portion of his compensation to the company’s long-term performance.
The generous equity award was disclosed by the electric vehicle maker in a recent regulatory filing.
Tesla secures top talent
According to a Form 4 filing with the U.S. Securities and Exchange Commission, Tom Zhu received 520,021 stock options with an exercise price of $435.80 per share. Since the award will not fully vest until March 5, 2031, Zhu must remain at Tesla for more than five years to realize the award’s full benefit.
Considering that Tesla shares are currently trading at around the $445 to $450 per share level, Zhu will really only see gains in his equity award if Tesla’s stock price sees a notable rise over the years, as noted in a Sina Finance report.
Still, even at today’s prices, Zhu’s stock award is already worth over $230 million. If Tesla reaches the market cap targets set forth in Elon Musk’s 2025 CEO Performance Award, Zhu would become a billionaire from this equity award alone.
Tesla’s problem solver
Zhu joined Tesla in April 2014 and initially led the company’s Supercharger rollout in China. Later that year, he assumed the leadership of Tesla’s China business, where he played a central role in Tesla’s localization efforts, including expanding retail and service networks, and later, overseeing the development of Gigafactory Shanghai.
Zhu’s efforts helped transform China into one of Tesla’s most important markets and production hubs. In 2023, Tesla promoted Zhu to Senior Vice President of Automotive, placing him among the company’s core global executives and expanding his influence beyond China. He has since garnered a reputation as the company’s problem solver, being tapped by Elon Musk to help ramp Giga Texas’s vehicle production.
With this in mind, Tesla’s recent filing seems to suggest that the company is locking in its top talent as it enters its newest, most ambitious era to date. As could be seen in the targets of Elon Musk’s 2025 pay package, Tesla is now aiming to be the world’s largest company by market cap, and it is aiming to achieve production levels that are unheard of. Zhu’s talents would definitely be of use in this stage of the company’s growth.
Tesla makes two big interior changes to several Model Y vehicles
Lufthansa Group to equip Starlink on its 850-aircraft fleet
