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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Ford cancels all-electric F-150 Lightning, announces $19.5 billion in charges

“Rather than spending billions more on large EVs that now have no path to profitability, we are allocating that money into higher returning areas, more trucks and van hybrids, extended range electric vehicles, affordable EVs, and entirely new opportunities like energy storage.”

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Credit: Ford Motor Co.

Ford is canceling the all-electric F-150 Lightning and also announced it would take a $19.5 billion charge as it aims to quickly restructure its strategy regarding electrification efforts, a massive blow for the Detroit-based company that was once one of the most gung-ho on transitioning to EVs.

The announcement comes as the writing on the wall seemed to get bolder and more identifiable. Ford was bleeding money in EVs and, although it had a lot of success with the all-electric Lightning, it is aiming to push its efforts elsewhere.

It will also restructure its entire strategy on EVs, and the Lightning is not the only vehicle getting the boot. The T3 pickup, a long-awaited vehicle that was developed in part of a skunkworks program, is also no longer in the company’s plans.

Instead of continuing on with its large EVs, it will now shift its focus to hybrids and “extended-range EVs,” which will have an onboard gasoline engine to increase traveling distance, according to the Wall Street Journal.

“Ford no longer plans to produce select larger electric vehicles where the business case has eroded due to lower-than-expected demand, high costs, and regulatory changes,” the company said in a statement.

While unfortunate, especially because the Lightning was a fantastic electric truck, Ford is ultimately a business, and a business needs to make money.

Ford has lost $13 billion on its EV business since 2023, and company executives are more than aware that they gave it plenty of time to flourish.

Andrew Frick, President of Ford, said:

“Rather than spending billions more on large EVs that now have no path to profitability, we are allocating that money into higher returning areas, more trucks and van hybrids, extended range electric vehicles, affordable EVs, and entirely new opportunities like energy storage.”

CEO Jim Farley also commented on the decision:

“Instead of plowing billions into the future knowing these large EVs will never make money, we are pivoting.”

Farley also said that the company now knows enough about the U.S. market “where we have a lot more certainty in this second inning.”

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SpaceX shades airline for seeking contract with Amazon’s Starlink rival

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Credit: Richard Angle

SpaceX employees, including its CEO Elon Musk, shaded American Airlines on social media this past weekend due to the company’s reported talks with Amazon’s Starlink rival, Leo.

Starlink has been adopted by several airlines, including United Airlines, Qatar Airways, Hawaiian Airlines, WestJet, Air France, airBaltic, and others. It has gained notoriety as an extremely solid, dependable, and reliable option for airline travel, as traditional options frequently cause users to lose connection to the internet.

Many airlines have made the switch, while others continue to mull the options available to them. American Airlines is one of them.

A report from Bloomberg indicates the airline is thinking of going with a Starlink rival owned by Amazon, called Leo. It was previously referred to as Project Kuiper.

American CEO Robert Isom said (via Bloomberg):

“While there’s Starlink, there are other low-Earth-orbit satellite opportunities that we can look at. We’re making sure that American is going to have what our customers need.”

Isom also said American has been in touch with Amazon about installing Leo on its aircraft, but he would not reveal the status of any discussions with the company.

The report caught the attention of Michael Nicolls, the Vice President of Starlink Engineering at SpaceX, who said:

“Only fly on airlines with good connectivity… and only one source of good connectivity at the moment…”

CEO Elon Musk replied to Nicolls by stating that American Airlines risks losing “a lot of customers if their connectivity solution fails.”

There are over 8,000 Starlink satellites in orbit currently, offering internet coverage in over 150 countries and territories globally. SpaceX expands its array of satellites nearly every week with launches from California and Florida, aiming to offer internet access to everyone across the globe.

SpaceX successfully launches 100th Starlink mission of 2025

Currently, the company is focusing on expanding into new markets, such as Africa and Asia.

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Tesla Model Y Standard stuns in new range test, besting its Premium siblings

Tesla’s newer vehicles have continued to meet or exceed their EPA estimates. This is a drastic change, as every 2018-2023 model year Tesla that Edmunds assessed did not meet its range estimates.

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Credit: Tesla

The Tesla Model Y Standard stunned in a new range test performed by automotive media outlet Edmunds, besting all of its Premium siblings that are more expensive and more luxurious in terms of features.

Testing showed the Model Y Standard exceeded its EPA-estimated range rating of 321 miles, as Edmunds said it is the “longest-range Model Y that we’ve ever put on our loop.” In the past, some vehicles have come up short in comparison with EPA ranges; for example, the Model Y’s previous generation vehicle had an EPA-estimated range of 330 miles, but only drove 310.

Additionally, the Launch Series Model Y, the first configuration to be built in the “Juniper” program, landed perfectly on the EPA’s range estimates at 327 miles.

It was also more efficient than Premium offerings, as it utilized just 22.8 kWh to go 100 miles. The Launch Series used 26.8 kWh to travel the same distance.

It is tested using Edmunds’ traditional EV range testing procedure, which follows a strict route of 60 percent city and 40 percent highway driving. The average speed throughout the trip is 40 MPH, and the car is required to stay within 5 MPH of all posted speed limits.

Each car is also put in its most efficient drive setting, and the climate is kept on auto at 72 degrees.

“All of this most accurately represents the real-world driving that owners do day to day,” the publication says.

With this procedure, testing is as consistent as it can get. Of course, there are other factors, like temperature and traffic density. However, one thing is important to note: Tesla’s newer vehicles have continued to meet or exceed their EPA estimates. This is a drastic change, as every 2018-2023 model year Tesla that Edmunds assessed did not meet its range estimates.

Tesla Model Y Standard vs. Tesla Model Y Premium

Tesla’s two Model Y levels both offer a great option for whichever fits your budget. However, when you sit in both cars, you will notice distinct differences between them.

The Premium definitely has a more luxurious feel, while the Standard is stripped of many of the more premium features, like Vegan Leather Interior, acoustic-lined glass, and a better sound system.

You can read our full review of the Model Y Standard below:

Tesla Model Y Standard Full Review: Is it worth the lower price?

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