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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

The humanoid robot was able to complete all the tasks through a single neural network.

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Credit: Tesla Optimus/X

When Elon Musk spoke with CNBC’s David Faber in an interview at Giga Texas, he reiterated the idea that Optimus will be one of Tesla’s biggest products. Seemingly to highlight the CEO’s point, the official Tesla Optimus account on social media platform X shared what could very well be the most impressive demonstration of the humanoid robot’s capabilities to date.

Optimus’ Newest Demonstration

In its recent video demonstration, the Tesla Optimus team featured the humanoid robot performing a variety of tasks. These include household chores such as throwing the trash, using a broom and a vacuum cleaner, tearing a paper towel, stirring a pot of food, opening a cabinet, and closing a curtain, among others. The video also featured Optimus picking up a Model X fore link and placing it on a dolly.

What was most notable in the Tesla Optimus team’s demonstration was the fact that the humanoid robot was able to complete all the tasks through a single neural network. The robot’s actions were also learned directly from Optimus being fed data from first-person videos of humans performing similar tasks. This system should pave the way for Optimus to learn and refine new skills quickly and reliably.

Tesla VP for Optimus Shares Insight

In a follow-up post on X, Tesla Vice President of Optimus (Tesla Bot) Milan Kovac stated that one of the team’s goals is to have Optimus learn straight from internet videos of humans performing tasks, including footage captured in third person or by random cameras.

“We recently had a significant breakthrough along that journey, and can now transfer a big chunk of the learning directly from human videos to the bots (1st person views for now). This allows us to bootstrap new tasks much faster compared to teleoperated bot data alone (heavier operationally).

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“Many new skills are emerging through this process, are called for via natural language (voice/text), and are run by a single neural network on the bot (multi-tasking). Next: expand to 3rd person video transfer (aka random internet), and push reliability via self-play (RL) in the real-, and/or synthetic- (sim / world models) world,” Kovac wrote in his post on X.

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Starship Flight 9 nears as SpaceX’s Starbase becomes a Texan City

SpaceX’s launch site is officially incorporated as Starbase, TX. Starship Flight 9 could launch on May 27, 2025. 

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(Credit: Jenny Hautmann/Wikimedia Commons)

SpaceX’s Starbase is officially incorporated as a city in Texas, aligning with preparations for Starship Flight 9. The newly formed city in Cameron County serves as the heart of SpaceX’s Starship program.

Starbase City spans 1.5 square miles, encompassing SpaceX’s launch facility and company-owned land. A near-unanimous vote by residents, who were mostly SpaceX employees, led to its incorporation. SpaceX’s Vice President of Test and Launch, Bobby Peden, was elected mayor of Starbase. The new Texas city also has two SpaceX employees as commissioners. All Starbase officials will serve two-year terms unless extended to four by voters.

As the new city takes shape, SpaceX is preparing for the Starship Flight 9 launch, which is tentatively scheduled for May 27, 2025, at 6:30 PM CDT from Starbase, Texas.

SpaceX secured Federal Aviation Administration (FAA) approval for up to 25 annual Starship and Super Heavy launches from the site. However, the FAA emphasized that “there are other licensing requirements still to be completed,” including policy, safety, and environmental reviews.

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On May 15, the FAA noted SpaceX updated its launch license for Flight 9, but added: “SpaceX may not launch until the FAA either closes the Starship Flight 8 mishap investigation or makes a return to flight determination. The FAA is reviewing the mishap report SpaceX submitted on May 14.”

Proposed Texas legislation could empower Starbase officials to close local highways and restrict Boca Chica Beach access during launches. Cameron County Judge Eddie Trevino, Jr., opposes the Texas legislation, insisting beach access remain under county control. This tension highlights the balance between SpaceX’s ambitions and local interests.

Starbase’s incorporation strengthens SpaceX’s operational base as it gears up for Starship Flight 9, a critical step in its mission to revolutionize space travel. With growing infrastructure and regulatory hurdles in focus, Starbase is poised to become a cornerstone of SpaceX’s vision, blending community development with cutting-edge aerospace innovation.

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The Boring Company accelerates Vegas Loop expansion plans

The Boring Company clears fire safety delays, paving the way to accelerating its Vegas Loop expansion plans.

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Credit: The Boring Company/X

After overcoming fire safety hurdles, the Boring Company is accelerating its Vegas Loop expansion. The project’s progress signals a transformative boost for Sin City’s transportation and tourism.

Elon Musk’s tunneling company, along with The Las Vegas Convention and Visitors Authority (LVCVA) and Clark County, resolved fire safety concerns that delayed new stations.

“It’s new. It’s taken a little time to figure out what the standard should be,” said Steve Hill, LVCVA President and CEO, during last week’s board meeting. “We’ve gotten there. We’re excited about that. We’re ready to expand further, faster, than we have.”

Last month, the company submitted permits for tunnel extensions connecting Encore to a parcel of land owned by Wynn and Caesars Palace. The three tunnels are valued at $600,000 based on country records.

Plans for a Tropicana Loop are also advancing, linking UNLV to MGM Grand, T-Mobile Arena, Allegiant Stadium, Mandalay Bay, and the upcoming Athletics’ ballpark. Downtown extensions from the convention center to the Strat, Fremont Street Experience, and Circa’s Garage Mahal are also in the permitting process.

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“Those are all in process,” Hill noted. “We’ve got machines that are available to be put in the ground. I think we’ve reached a framework for how these projects are going to work and how they’ll be permitted from a safety standpoint, as well as a building standpoint.”

The Boring Company has six boring machines, with three currently active in Las Vegas. Last week, TBC announced that it successfully mined continuously in a Zero-People-in-Tunnel (ZPIT) configuration, enabling it to build more tunnels faster, safer, and at a more affordable rate.

Tunneling under Paradise Road is underway as The Boring Company works on the University Center Loop. The University Center Loop is expected to connect to the Las Vegas Convention Center within two months, linking to the Westgate tunnel. The full Vegas Loop will span 104 stations and 68 miles. Even though The Boring Company’s tunnel network in Las Vegas isn’t nearly finished, it has already become a key attraction in the city.

“It’s such a great attraction for shows that are looking at this building (convention center) and we’re going to be connected to everybody in town,” Hill said. “It’s a real difference-maker.”

A few Vegas Loop stations are already operational, including those connected to Resorts World, Westgate, Encore, and all the Las Vegas Convention Center Loop stations. The Downtown Loop, which connects to the downtown area, and the Riviera Station, the hub that leads to Resorts World with Westgate destinations, are also operational.

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As The Boring Company accelerates the Vegas Loop, its tunnels are poised to redefine mobility and tourism in Las Vegas, blending cutting-edge technology with practical urban solutions.

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