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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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. 

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“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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

  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

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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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Elon Musk offers to pay TSA salaries as government shutdown leaves agents without paychecks

Elon Musk offered to personally cover TSA salaries as the DHS shutdown deepens travel chaos nationwide.

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Elon Musk says that he is willing to personally cover the salaries of Transportation Security Administration (TSA) workers caught in the crossfire of a partial government shutdown that has now dragged on for over a month. “I would like to offer to pay the salaries of TSA personnel during this funding impasse that is negatively affecting the lives of so many Americans at airports throughout the country,” Musk wrote.


The offer arrives as Congress let funding expire for the Department of Homeland Security on February 14, amid a disagreement over immigration enforcement, leaving most TSA employees classified as essential and on duty but working without pay. The timing could not be more disruptive, as the shutdown is colliding directly with spring break travel season when millions of Americans are in the air.

This is not the first time TSA workers have endured this kind of hardship. TSA agents are being asked to work without pay until congressional action unblocks their paychecks, having previously held out through the longest government shutdown in U.S. history at 43 days. The pattern reveals a systemic failure in how Congress funds critical security infrastructure, and Musk’s offer shines a spotlight on that recurring failure at a moment when the public is directly feeling its effects through long lines and terminal closures.

Whether Musk can legally follow through remains unclear, as federal law generally prohibits government employees from receiving outside compensation related to their official duties.

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Elon Musk

Elon Musk launches TERAFAB: The $25B Tesla-SpaceXAI chip factory that will rewire the AI industry

Tesla, SpaceX, and xAI unveiled TERAFAB, a $25B chip factory targeting one terawatt of AI compute annually.

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Tesla TERAFAB Factory in Austin, Texas

Elon Musk took the stage over the weekend at the defunct Seaholm Power Plant in Austin, Texas, to officially unveil TERAFAB, a $20-25 billion joint venture between Tesla, SpaceX, and xAI that he described as “the most epic chip building exercise in history by far.” The announcement marks the most ambitious infrastructure bet Musk has made since Gigafactory 1 in Sparks, Nevada, and it fuses three of his companies into a single, vertically integrated AI hardware machine for the first time.

TERAFAB is designed to consolidate every stage of semiconductor production under one roof, including chip design, lithography, fabrication, memory production, advanced packaging, and testing.  At full capacity, the facility would scale to roughly 70% of the global output from the current world’s largest semiconductor foundry from Taiwan Semiconductor Manufacturing Company (TSMC).

Elon Musk’s stated goal is one terawatt of computing power annually, split between Tesla’s AI5 inference chips for vehicles and Optimus robots, and D3 chips built specifically for SpaceXAI’s orbital satellite constellation.

Tesla Terafab set for launch: Inside the $20B AI chip factory that will reshape the auto industry

The logic behind the merger of these three entities is rooted in a supply chain crisis Musk has been signaling for over a year. At Tesla’s Q4 2025 earnings call, he warned investors that external chip capacity from TSMC, Samsung, and Micron would hit a ceiling within three to four years. “We’re very grateful to our existing supply chain, to Samsung, TSMC, Micron and others,” Musk acknowledged at the Terafab event, “but there’s a maximum rate at which they’re comfortable expanding.” Building in-house was, in his framing, not a strategic option, but a necessity.

The space angle is where the announcement becomes genuinely unprecedented. Musk said 80% of Terafab’s compute output would be directed toward space-based orbital AI satellites, arguing that solar irradiance in space is roughly 5x greater than at Earth’s surface, and that heat rejection in vacuum makes thermal scaling viable. This directly feeds the SpaceXAI vision, which is betting that within two to three years, running AI workloads in orbit will be cheaper than doing so on the ground. The satellites, powered by constant solar energy, would effectively turn low Earth orbit into the world’s largest data center.

Will Tesla join the fold? Predicting a triple merger with SpaceX and xAI

Historically, this announcement threads together every major Musk initiative of the past two years: the xAI-SpaceX merger, Tesla’s $2.9 billion solar equipment talks with Chinese suppliers, the 100 GW domestic solar manufacturing push, the Optimus humanoid robot program, and Starship’s development. TERAFAB is the capstone that ties them into a single coherent architecture — chips made on Earth, launched by SpaceX, powered by Tesla solar, run by xAI, and ultimately extended to the Moon.

“I want us to live long enough to see the mass driver on the moon, because that’s going to be incredibly epic,”Musk said during the presentation.

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Rolls-Royce makes shocking move on its EV future

When Rolls-Royce unveiled its first all-electric model, the Spectre, in 2022, former CEO Torsten Müller-Ötvös declared the brand would cease production of internal combustion engine vehicles by the end of the decade.

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Rolls Royce Wheels
Credit: BMW Group

Rolls-Royce made a shocking move on its EV future after planning to go all-electric by the end of the decade. Now, the company is tempering its expectations for electric vehicles, and its CEO is aiming to lean on its legacy of high-powered combustion engines to lead it into the future.

In a significant reversal, Rolls-Royce Motor Cars has scrapped its ambitious plan to become an all-electric manufacturer by 2030. The luxury British marque announced the decision amid sustained customer demand for traditional combustion engines and shifting regulatory landscapes.

When Rolls-Royce unveiled its first all-electric model, the Spectre, in 2022, former CEO Torsten Müller-Ötvös declared the brand would cease production of internal combustion engine vehicles by the end of the decade.

The move aligned with the industry’s broader push toward electrification, promising silent, effortless power befitting the “Rolls-Royce of cars.”

However, new CEO Chris Brownridge, who assumed the role in late 2023, has reversed course. “We can respond to our client demand … we build what is ordered,” Brownridge stated.

The company will continue offering its iconic V12 engines, which remain a cornerstone of its heritage and appeal to discerning buyers who appreciate the distinctive sound and character. He noted the original pledge was “right at the time,” but “the legislation has changed.”

While not abandoning electric vehicles entirely, the Spectre remains in production, with an electric Cullinan option forthcoming; the decision marks the end of a strict all-EV timeline. Relaxed emissions regulations and slowing EV demand, evidenced by a 47 percent drop in Spectre sales to 1,002 units in 2025, forced the reconsideration.

It was a sign that perhaps Rolls-Royce owners were not inclined to believe that the company’s all-EV future was the right move.

Rolls Royce customers want more EVs, says company CEO

Rolls-Royce joins a growing roster of automakers reevaluating aggressive electrification targets.

Fellow luxury brand Bentley has pushed its full electrification from 2030 to 2035, while continuing to offer hybrids and ICE models. Mercedes-Benz walked back its 2030 all-EV goal, now aiming for about 50% electrified sales while keeping combustion engines into the 2030s. Porsche has abandoned its 80% EV sales target by 2030, delaying models and extending hybrids.

Mainstream giants are following suit. Honda canceled its U.S. EV plans, including the 0-Series and Acura RSX, facing a $15.7 billion hit as it doubles down on hybrids. Ford and General Motors have incurred tens of billions in writedowns, canceling models and pivoting to hybrids amid an industry total exceeding $70 billion in charges.

This trend reflects a pragmatic shift driven by infrastructure gaps, consumer preferences, and policy changes. In the ultra-luxury segment, where emotional connection reigns, automakers are prioritizing flexibility over rigid deadlines, ensuring brands like Rolls-Royce evolve without alienating their core clientele.

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