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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

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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Tesla drops big hints ahead of Semi handover event

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Credit: Tesla

Tesla is set to inaugurate its dedicated Semi factory in Sparks, Nevada, this evening, but drone footage has already started to show who is expected on the handover stage.

Zanegler, a drone operator who regularly documents Tesla Semi operations in Nevada, filmed a row of new-generation Semi units parked outside of the plant with customer branding applied. The liveries visible in the video include companies like PepsiCo, U.S. Foods, Einride, DHL, WattEV, and others that have committed to utilizing Tesla’s Class 8 electric truck in their fleets.

Several of those company names already sit within Tesla’s public ordering book, including PepsiCo, which has been the program’s primary anchor customer since the first Semi deliveries in December 2022. PepsiCo now runs dozens of Tesla Semi units in daily service, with drivers completing regional routes.

Einride placed a 500-unit order in August, which was, at the time, the largest single Semi commitment. First deployments of their Semi units are planned for this month and will eventually span across California, Texas, New Jersey, Illinois, and Georgia. Meanwhile, IMC Logistics announced a 50-truck California order this week.

Tesla Semi lands the biggest electric truck deal in U.S. history

Other names, like LTS, OK Produce, and HMD, have not been widely confirmed as firm buyers, but their presence on the lot is perhaps the clearest signal that Tesla intends to expand on that list this evening at the event.

Tesla first unveiled the Semi back in 2017 with a 2019 production target.

Limited pilot builds reached PepsiCo in late 2022, and high-volume production began at the new 1.7-million-square-foot plant that sits logically positioned next to Tesla’s Gigafactory Nevada. Tesla Semi program director Dan Priestley has said that Tesla expects to build “many thousands” of Semi units this year, but as with every Tesla release, there have been set expectations of an S-curve ramp.

Outside estimates still put 2026 deliveries in the 5,000-to-15,000 range, but it will ultimately depend on Tesla’s readiness to put those units out, as well as how smoothly production is moving internally.

Tesla’s Semi Rollout event is set to start tonight at the Sparks factory, and it will be livestreamed on X starting at 6 p.m. PDT / 9 p.m. ET.

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Tesla App now shows you what your Supercharger will look like upon arrival

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Credit: Tesla

The Tesla App is now giving owners a better indication of what to expect when visiting a Supercharger site, as it is now sharing Site Maps in the app itself, making the feature no longer exclusively available in the car.

Tesla owners can now preview a Supercharger’s layout and live stall status from their phone thanks to the App’s new software version, v4.61.0. Zooming into a supported Supercharger on the charging map now switches the familiar street view into a site-specific map that shows stall positions, occupied bays, out-of-service posts, and a live count of open Superchargers.

It will even show you which specific Tesla model is charging at each occupied stall.

This is the same view drivers first saw inside the car with the 2025 Holiday Update, which started as a pilot for Tesla in California and Texas. Those early maps showed layout, nearby amenities, and the status of each operational stall. The feature has spread to most Superchargers in the U.S., but now Tesla wants the feature available through the Smartphone App, which is now rolling out to owners.

The in-vehicle screen maps remain a richer 3D canvas and originally required AMD Ryzen infotainment hardware, which left many Intel-based Model 3 and Model Y owners without the view. The app version removes that hardware barrier, so any owner can now get a preview of their upcoming Supercharger stop on their phone.

Anyone with the updated version of the app can open a Site Map on their phone. The feature has provided some additional peace of mind to anxious travelers and those who might be looking for a place that is less congested for faster charging speeds. It is a meaningful addition to many owners, especially for trips to unfamiliar locations.

You can now pick a Supercharger location that might be more aligned with what you are looking for or need: you can pick a site based on what stalls are open, where ADA stalls sit, how you will pull in, and more, instead of circling a crowded lot after arriving. Owners of older cars now have access to the feature without having to purchase a new vehicle altogether.

Site Mpas will not reserve a stall, nor will it change how Fast Charging works. Tesla does something simpler and more useful by giving owners a dedicated preview of the Supercharger they’re about to charge, turning an unknown parking lot into a place that may seem more familiar thanks to the preview.

Interested in ordering a Tesla? Use my referral code for three free months of Full Self-Driving (Supervised) here.

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Investor's Corner

Tesla Optimus Gen 3 shows off a cleaner, factory-ready design in new app discovery

Renders hidden inside Tesla’s Android app show Optimus Gen 3’s design before any official reveal.

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Tesla Optimus Gen 3 [Credit: Tesla]

Tesla may have accidentally given a first look at its newest Optimus Gen 3 humanoid robot when photos were found in the Tesla smartphone app.

Design files tucked inside a recent Android version of the Tesla app appear to show the third generation humanoid robot next to the older Gen 2.5 prototype. The assets were extracted from the app package by Tesla community member @wholemars, who posted the renders on X late Tuesday night before deleting them. The Tesla Newswire reshared the side by side comparison on Wednesday, and the images have circulated widely since.

Tesla Optimus Gen 2.5 vs Gen 3 comparison via @WholeMars on X

Tesla Optimus Gen 2.5 vs Gen 3 comparison via @WholeMars on X

The files are labeled “gen3” and were built as models for Tesla app’s own interface, as validated directly by Grok to be official.

The comparison shows a robot that looks built for a factory line rather than a lab bench. Gen 2.5’s exposed mechanical linkages and gold plating on the knees and shins are gone. In their place, Gen 3 uses matte black fairings on the lower legs, paired with a more contoured champagne gold body. Flexible covers now seal the joint where the torso meets the upper thighs, keeping bearings and moving parts sealed from debris and unnecessary contact.

The body panels fit more tightly, and the hands, which Tesla has said carry 22 degrees of freedom, look far more refined than those on earlier units.

This most recent leak fills a gap Tesla has left open for most of the year. Elon Musk said on March 31 that Optimus 3 was walking around but needed “some finishing touches” before it could be shown, a delay Teslarati covered when Tesla missed its first quarter reveal target. Musk later said Tesla would hold the design back until closer to production, partly to keep competitors from copying it. No reveal date has been announced.

The app itself has been preparing for Optimus for months. In July, code in the Tesla app pointed to a dedicated robot phone key, a consent screen for collecting video and spatial data while Optimus works inside a home, and an alert system for low battery and mechanical faults. Finished 3D models of Gen 3 suggest the interface owners will eventually use is moving past placeholder code toward something Tesla intends to ship.

Manufacturing is moving in parallel. Tesla tore out the original Model S and Model X lines at Fremont this summer to make room for Optimus production, with a planned capacity of one million robots a year. At Giga Texas, the steel frame of a dedicated Optimus factory is nearing completion ahead of a targeted 2027 start, with Musk pointing to an eventual output of 10 million units annually.

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