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Tesla investors to vote on Texas incorporation, ratification of Musk’s 2018 comp plan at 2024 annual meeting
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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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.
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
- 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”
- A Tesla proposal to approve executive compensation on a non-binding advisory basis (“Proposal Two”). – Board Recommendation: “FOR”
- A Tesla proposal to approve the redomestication of Tesla from Delaware to Texas by conversion (“Proposal Three”). – Board Recommendation: “FOR”
- 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”
- 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
- A stockholder proposal regarding the reduction of director terms to one year, if properly presented (“Proposal Six”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding simple majority voting provisions in our governing documents, if properly presented (“Proposal Seven”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented (“Proposal Eight”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding the adoption of a freedom of association and collective bargaining policy, if properly presented (“Proposal Nine”). – Board Recommendation: “AGAINST”
- A stockholder proposal regarding reporting on effects and risks associated with electromagnetic radiation and wireless technologies, if properly presented (“Proposal Ten”). – Board Recommendation: “AGAINST”
- 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”
- 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.
Elon Musk
Tesla showcases Optimus humanoid robot at AWE 2026 in Shanghai
Tesla’s humanoid robot was presented as part of the company’s exhibit at the Shanghai electronics show.
Tesla showcased its Optimus humanoid robot at the 2026 Appliance & Electronics World Expo (AWE 2026) in Shanghai. The event opened Thursday and featured several Tesla products, including the company’s humanoid robot and the Cybertruck.
The display was reported by CNEV Post, citing information from local media outlet Cailian and on-site staff at the exhibition.
Tesla’s humanoid robot was presented as part of the company’s exhibit at the Shanghai electronics show. On-site staff reportedly stated that mass production of the robot could begin by the end of 2026.
Tesla previously indicated that it plans to manufacture its humanoid robots at scale once production begins, with its initial production line in the Fremont Factory reaching up to 1 million units annually. An Optimus production line at Gigafactory Texas is expected to produce 10 million units per year.
Tesla China previously shared a teaser image on Weibo showing a pair of highly detailed robotic hands believed to belong to Optimus. The image suggests a design with finger proportions and structures that closely resemble those of a human hand.
Robotic hands are widely considered one of the most difficult engineering challenges in humanoid robotics. For a system like Optimus to perform complex real-world tasks, from factory work to household activities, the robot would require highly advanced dexterity.
Elon Musk has previously stated that Optimus has the capability to eventually become the first real-world example of a Von Neumann machine, a self-replicating system capable of building copies of itself, even on other planets. “Optimus will be the first Von Neumann machine, capable of building civilization by itself on any viable planet,” Musk wrote in a post on X.
Elon Musk
Tesla Cybercab production line is targeting hundreds of vehicles weekly: report
According to the report, Tesla has been adding staff and installing new equipment at its Austin factory as it prepares to begin Cybercab production.
Tesla is reportedly designing its Cybercab production line to manufacture hundreds of the autonomous vehicles each week once mass production begins. The effort is underway at Gigafactory Texas in Austin as the company prepares to start building the Robotaxi at scale.
The details were reported by The Wall Street Journal, citing people reportedly familiar with the matter.
According to the report, Tesla has been adding staff and installing new equipment at its Austin factory as it prepares to begin Cybercab production.
People reportedly familiar with Tesla’s plans stated that the company has been growing its staff and bringing in new equipment to start the mass production of the Cybercab this April.
The Cybercab is Tesla’s upcoming fully autonomous two-seat vehicle designed without a steering wheel or pedals. The vehicle is intended to operate primarily as part of Tesla’s planned Robotaxi ride-hailing network.
“There’s no fallback mechanism here. Like this car either drives itself or it does not drive,” Musk stated during Tesla’s previous earnings call.
Tesla has indicated that Cybercab production could begin as soon as April, though Elon Musk has noted that early production will likely be slow before ramping over time. Musk has stated that the Cybercab’s slow ramp is due in no small part to the fact that it is a completely new vehicle platform.
Tesla’s Cybercab is designed to work with the company’s Full Self-Driving (FSD) system and support its planned autonomous ride-hailing service. The company has suggested that the vehicle could cost under $30,000, making it one of Tesla’s most affordable models if produced at scale. Musk has confirmed in a previous X post that the vehicle will indeed be offered to regular consumers at a price below $30,000.
Musk has previously stated that Tesla could eventually produce millions of Cybercabs annually if demand and production capacity scale as planned.
News
Tesla VP explains latest updates in trade secret theft case
Tesla reportedly caught Matthews copying the tech into machines that were sold to competitors, claiming they lied about doing so for three years, and continued to ship it. That is when Tesla chose to sue Matthews in July 2024 in Federal court, demanding over $1 billion in damages due to trade secret theft.
Tesla Vice President Bonne Eggleston explained the latest updates in a trade secret theft case the company has against a former manufacturing equipment supplier, Matthews International.
Back in 2024, Tesla had filed a lawsuit against Matthews International, alleging that the firm stole trade secrets about battery manufacturing and shared those details with some of Tesla’s competitors.
Early last year, a U.S. District Court Judge denied Tesla’s request to block Matthews International from selling its dry battery electrode (DBE) technology across the world. The judge, Edward Davila, said that the patent for the tech was due to Matthews’ “extensive research and development.”
The two companies’ relationship began back in 2019, as Tesla hired Matthews to help build the equipment for its 4680 battery cell. Tesla shared confidential software, designs, and know-how under strict secrecy rules.
Fast forward a few years, and Tesla reportedly caught Matthews copying the tech into machines that were sold to competitors, claiming they lied about doing so for three years, and continued to ship it. That is when Tesla chose to sue Matthews in July 2024 in Federal court, demanding over $1 billion in damages due to trade secret theft.
Now, the latest twist, as this month, a Judge issued a permanent injunction—a court order banning Matthews from using certain stolen Tesla parts or designs in their machines. Matthews is also officially “liable” for damages. The exact amount would still to be calculated later.
Bonne Eggleston, a VP for Tesla, said on X today that Matthews is a supplier who “exploited customer IP through theft or deception,” and has no place in Tesla’s ecosystem:
Buyer beware: Matthews International stole Tesla’s DBE technology and is now subject to an injunction and liable for damages.
During our work with Matthews, we caught them red-handed copying our technology—including proprietary software and sensitive mechanical designs—into… https://t.co/Toc8ilakeM
— Bonne Eggleston (@BonneEggleston) March 10, 2026
Tesla calls this a big win and warns other companies: “Buyer beware—don’t buy from thieves.”
Matthews hit back with a press release claiming victory. They say an arbitrator ruled they can keep selling their own DBE equipment to anyone and rejected Tesla’s request for a total sales ban. They call Tesla’s claims “nonsense” and insist their 20-year-old tech is independent. Both sides are spinning the same narrow ruling: Matthews can sell their version, but they’re blocked from using Tesla’s specific secrets.
What are Tesla’s Current Legal Options
The case isn’t over—it’s moving to the damages phase. Tesla can:
- Push forward in court or arbitration to calculate and collect huge financial penalties (potentially $1 billion+ if willful theft is proven).
- Enforce the permanent injunction with contempt charges, fines, or even jail time if Matthews violates it.
- Challenge Matthews’ new patents that allegedly copy Tesla’s work, asking courts to invalidate them or add Tesla as co-inventor.
- Seek extra damages, lawyer fees, and possibly punitive awards under the federal Defend Trade Secrets Act and California law.
Tesla could also refer evidence to federal prosecutors for possible criminal trade-secret charges (rare but serious). Settlement is always possible, but Tesla’s fiery public response suggests they want full accountability.
This isn’t just corporate drama. It shows why trade secrets matter even when Tesla open-sources some patents, confidential know-how shared in trust must stay protected. For the EV industry, it’s a reminder: steal from your biggest customer, and you risk losing everything.
Tesla showcases Optimus humanoid robot at AWE 2026 in Shanghai
Tesla Cybercab production line is targeting hundreds of vehicles weekly: report
