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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

Tesla won’t be taking custom orders of the Model S or Model X in Europe any longer.

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Credit: @supergeek18 | X

Tesla has seemingly taken the first step in sunsetting two of its older vehicles, the Model S and Model X, by ending international orders.

The flagship sedan and SUV from Tesla are the two oldest cars in the company’s lineup. They account for a very small portion of overall sales, and several years ago, CEO Elon Musk admitted that Tesla only continues to build and sell them due to “sentimental reasons.”

Earlier this year, there were calls for Tesla to end the production of the two cars, but Lars Moravy said that the Model S and Model X were due to get some love later in 2025. That happened, but the changes were extremely minor.

Tesla launches new Model S and Model X, and the changes are slim

Some took this as an indication that Tesla has kind of moved on from the Model S and Model X. A handful of people seemed to think Tesla would overhaul the vehicles substantially, but the changes were extremely minor and included only a few real adjustments.

In Europe, customers are unable to even put a new order in on a Model S or Model X.

We noticed earlier today that Tesla pressing the ‘Order’ button on either of the flagship vehicles takes you to local inventory, and not the Design Studio where you’d configure your custom build:

Tesla simply does not make enough Model S or Model X units to justify the expensive logistics process of shipping custom orders overseas. It almost seems as if they’re that they will essentially build a bunch of random configurations, send them overseas every few months, and let them sell before replenishing inventory.

Inversely, it could also mean Tesla is truly gearing up to sunset the vehicle altogether. It seems unlikely that the company will fade them out altogether in the next couple of years, but it could absolutely think about ending international orders because volume is so low.

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Energy

Tesla inks multi-billion-dollar deal with LG Energy Solution to avoid tariff pressure

Tesla has reportedly secured a sizable partnership with LGES for LFP cells, and there’s an extra positive out of it.

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Credit: Tesla

Tesla has reportedly inked a multi-billion-dollar deal with LG Energy Solution in an effort to avoid tariff pressure and domesticate more of its supply chain.

Reuters is reporting that Tesla and LGES, a South Korean battery supplier of the automaker, signed a $4.3 billion deal for energy storage system batteries. The cells are going to be manufactured by LGES at its U.S. factory located in Michigan, the report indicates. The batteries will be the lithium iron phosphate, or LFP, chemistry.

Tesla delivers 384,000 vehicles in Q2 2025, deploys 9.6 GWh in energy storage

It is a move Tesla is making to avoid buying cells and parts from overseas as the Trump White House continues to use tariffs to prioritize domestic manufacturing.

LGES announced earlier today that it had signed a $4.3 billion contract to supply LFP cells over three years to a company, but it did not identify the customer, nor did the company state whether the batteries would be used in automotive or energy storage applications.

The deal is advantageous for both companies. Tesla is going to alleviate its reliance on battery cells that are built out of the country, so it’s going to be able to take some financial pressure off itself.

For LGES, the company has reported that it has experienced slowed demand for its cells in terms of automotive applications. It planned to offset this demand lag with more projects involving the cells in energy storage projects. This has been helped by the need for these systems at data centers used for AI.

During the Q1 Earnings Call, Tesla CFO Vaibhav Taneja confirmed that the company’s energy division had been impacted by the need to source cells from China-based suppliers. He went on to say that the company would work on “securing additional supply chain from non-China-based suppliers.”

It seems as if Tesla has managed to secure some of this needed domestic supply chain.

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Lifestyle

Tesla brings perhaps the coolest interior feature to cars in latest update

Tesla adds on to the “fun” aspect of its vehicles.

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Credit: Tesla

Tesla has brought perhaps the coolest interior feature to its cars in a new update that is rolling out to vehicles now.

The feature will require a newer vehicle that has interior ambient lighting, which is present on the new Model S, Model X, Model 3 “Highland,” and Model Y “Juniper.” The Cybertruck also has ambient lighting strips throughout.

Tesla Model Y’s ambient lighting design changes revealed in leaked video

With the Version 2025.26+ Software Update, Tesla is rolling out a new “Sync Accent Lights w/ Music” feature, which is available on the Tesla Toybox:

To enable the feature, you’ll access the Toybox, choose “Light Sync,” and then choose “Sync Accent Lights w/ Music.”

Although it does not improve the performance of the vehicle, it is yet another example of Tesla making one of the coolest cars out there. This is truly a cool add-on that can be used to impress your friends and family.

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