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

Credit: Tesla

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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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. 

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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

  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.

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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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Tesla FSD fleet is nearing 7 billion total miles, including 2.5 billion city miles

As can be seen on Tesla’s official FSD webpage, vehicles equipped with the system have now navigated over 6.99 billion miles.

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Tesla’s Full Self-Driving (Supervised) fleet is closing in on almost 7 billion total miles driven, as per data posted by the company on its official FSD webpage. 

These figures hint at the massive scale of data fueling Tesla’s rapid FSD improvements, which have been quite notable as of late.

FSD mileage milestones

As can be seen on Tesla’s official FSD webpage, vehicles equipped with the system have now navigated over 6.99 billion miles. Tesla owner and avid FSD tester Whole Mars Catalog also shared a screenshot indicating that from the nearly 7 billion miles traveled by the FSD fleet, more than 2.5 billion miles were driven inside cities. 

City miles are particularly valuable for complex urban scenarios like unprotected turns, pedestrian interactions, and traffic lights. This is also the difference-maker for FSD, as only complex solutions, such as Waymo’s self-driving taxis, operate similarly on inner-city streets. And even then, incidents such as the San Francisco blackouts have proven challenging for sensor-rich vehicles like Waymos. 

Tesla’s data edge

Tesla has a number of advantages in the autonomous vehicle sector, one of which is the size of its fleet and the number of vehicles training FSD on real-world roads. Tesla’s nearly 7 billion FSD miles then allow the company to roll out updates that make its vehicles behave like they are being driven by experienced drivers, even if they are operating on their own. 

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So notable are Tesla’s improvements to FSD that NVIDIA Director of Robotics Jim Fan, after experiencing FSD v14, noted that the system is the first AI that passes what he described as a “Physical Turing Test.” 

“Despite knowing exactly how robot learning works, I still find it magical watching the steering wheel turn by itself. First it feels surreal, next it becomes routine. Then, like the smartphone, taking it away actively hurts. This is how humanity gets rewired and glued to god-like technologies,” Fan wrote in a post on X. 

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Tesla starts showing how FSD will change lives in Europe

Local officials tested the system on narrow country roads and were impressed by FSD’s smooth, human-like driving, with some calling the service a game-changer for everyday life in areas that are far from urban centers.

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Credit: Grok Imagine

Tesla has launched Europe’s first public shuttle service using Full Self-Driving (Supervised) in the rural Eifelkreis Bitburg-Prüm region of Germany, demonstrating how the technology can restore independence and mobility for people who struggle with limited transport options. 

Local officials tested the system on narrow country roads and were impressed by FSD’s smooth, human-like driving, with some calling the service a game-changer for everyday life in areas that are far from urban centers.

Officials see real impact on rural residents

Arzfeld Mayor Johannes Kuhl and District Administrator Andreas Kruppert personally tested the Tesla shuttle service. This allowed them to see just how well FSD navigated winding lanes and rural roads confidently. Kruppert said, “Autonomous driving sounds like science fiction to many, but we simply see here that it works totally well in rural regions too.” Kuhl, for his part, also noted that FSD “feels like a very experienced driver.”

The pilot complements the area’s “Citizen Bus” program, which provides on-demand rides for elderly residents who can no longer drive themselves. Tesla Europe shared a video of a demonstration of the service, highlighting how FSD gives people their freedom back, even in places where public transport is not as prevalent.

What the Ministry for Economic Affairs and Transport says

Rhineland-Palatinate’s Minister Daniela Schmitt supported the project, praising the collaboration that made this “first of its kind in Europe” possible. As per the ministry, the rural rollout for the service shows FSD’s potential beyond major cities, and it delivers tangible benefits like grocery runs, doctor visits, and social connections for isolated residents. 

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“Reliable and flexible mobility is especially vital in rural areas. With the launch of a shuttle service using self-driving vehicles (FSD supervised) by Tesla in the Eifelkreis Bitburg-Prüm, an innovative pilot project is now getting underway that complements local community bus services. It is the first project of its kind in Europe. 

“The result is a real gain for rural mobility: greater accessibility, more flexibility and tangible benefits for everyday life. A strong signal for innovation, cooperation and future-oriented mobility beyond urban centers,” the ministry wrote in a LinkedIn post

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Tesla China quietly posts Robotaxi-related job listing

Tesla China is currently seeking a Low Voltage Electrical Engineer to work on circuit board design for the company’s autonomous vehicles.

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Credit: Tesla

Tesla has posted a new job listing in Shanghai explicitly tied to its Robotaxi program, fueling speculation that the company is preparing to launch its dedicated autonomous ride-hailing service in China. 

As noted in the listing, Tesla China is currently seeking a Low Voltage Electrical Engineer to work on circuit board design for the company’s autonomous vehicles.

Robotaxi-specific role

The listing, which was shared on social media platform X by industry watcher @tslaming, suggested that Tesla China is looking to fill the role urgently. The job listing itself specifically mentions that the person hired for the role will be working on the Low Voltage Hardware team, which would design the circuit boards that would serve as the nervous system of the Robotaxi. 

Key tasks for the role, as indicated in the job listing, include collaboration with PCB layout, firmware, mechanical, program management, and validation teams, among other responsibilities. The role is based in Shanghai.

China Robotaxi launch

China represents a massive potential market for robotaxis, with its dense urban centers and supportive policies in select cities. Tesla has limited permission to roll out FSD in the country, though despite this, its vehicles have been hailed as among the best in the market when it comes to autonomous features. So far, at least, it appears that China supports Tesla’s FSD and Robotaxi rollout.

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This was hinted at in November, when Tesla brought the Cybercab to the 8th China International Import Expo (CIIE) in Shanghai, marking the first time that the autonomous two-seater was brought to the Asia-Pacific region. The vehicle, despite not having a release date in China, received a significant amount of interest among the event’s attendees. 

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