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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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
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Elon Musk
Elon Musk’s xAI gains first access to Saudi supercluster with 600k Nvidia GPUs
The facility will deploy roughly 600,000 Nvidia GPUs, making it one of the world’s most notable superclusters.
A Saudi-backed developer is moving forward with one of the world’s largest AI data centers, and Elon Musk’s xAI will be its first customer. The project, unveiled at the U.S.–Saudi Investment Forum in Washington, D.C., is being built by Humain, a company supported by Saudi Arabia’s Public Investment Fund.
The facility will deploy roughly 600,000 Nvidia GPUs, making it one of the world’s most notable superclusters.
xAI secures priority access
Nvidia CEO Jensen Huang stated that the planned data center marks a major leap not just for the region but for the global AI ecosystem as a whole. Huang joked about the sheer capacity of the build, emphasizing how unusual it is for a startup to receive infrastructure of such magnitude. The facility is designed to deliver 500 megawatts of Nvidia GPU power, placing it among the world’s largest AI-focused installations, as noted in a Benzinga report.
“We worked together to get this company started and off the ground and just got an incredible customer with Elon. Could you imagine a startup company, approximately $0 billion in revenues, now going to build a data center for Elon? 500 megawatts is gigantic. This company is off the charts right away,” Huang said.
Global Chipmakers Join Multi-Vendor Buildout To Enhance Compute Diversity
While Nvidia GPUs serve as the backbone of the first phase, Humain is preparing a diversified hardware stack. AMD will supply its Instinct MI450 accelerators, which could draw up to 1 gigawatt of power by 2030 as deployments ramp. Qualcomm will also contribute AI200 and AI250 data center processors, accounting for an additional 200 megawatts of compute capacity. Cisco will support the networking and infrastructure layer, helping knit the multi-chip architecture together.
Apart from confirming that xAI will be the upcoming supercluster’s first customer, Musk also joked about the rapid scaling needed to train increasingly large AI models. He joked that a theoretical expansion one thousand times larger of the upcoming supercluster “would be 8 bazillion, trillion dollars,” highlighting the playful exaggeration he often brings to discussions around extreme compute demand.
Elon Musk
Elon Musk debunks pay package and lip reader claims in double takedown
Musk’s quick debunks highlighted once more that X is an ideal platform for directly countering misinformation.
Elon Musk recently took to X to debunk some misinformation about his 2025 CEO performance award, as well as some comments he made during Donald Trump’s banquet in honor of Saudi Prince Mohammed bin Salman.
Musk’s quick debunks highlighted once more that X is an ideal platform for directly countering misinformation.
Musk’s pay package
Elon Musk’s 2025 CEO performance award was created as a path for him to gain a 25% stake in Tesla. It would also make him a trillionaire, provided that he manages to meet all of the performance award’s aggressive targets. This has not stopped critics from running with the apparent narrative that Musk will be getting the $1 trillion with utmost certainty, however.
This included the More Perfect Union account on X, which noted that “Elon Musk is set to make more than every U.S. elementary school teacher combined, according to the Washington Post.”
Musk responded to the pro-union amount’s post, highlighting that he has not earned any of his $2025 performance award so far. Musk also noted that those who believe he will be getting $1 trillion should invest in TSLA stock, as his compensation is tied to the company’s performance and growth. Investors who hold their TSLA until Musk achieves his full pay package would likely get notable returns.
Lip reader fail
Musk also debunked claims from the Daily Mail, which claimed that he made an “explosive” remark at Trump’s banquet for Saudi Prince Mohammed bin Salman. Citing observations from lip reader Nicola Hickling, the Mail claimed that Musk asked Pfizer CEO Albert Bourla, “What is your opinion, is he a terrorist?” The publication also posted a video of Musk allegedly making the risqué comment on X.
Musk proceeded to correct the publication, stating that the lip reader’s observations were fake. Instead of asking the Pfizer CEO if the Saudi Prince was a terrorist, Musk noted that he was asking the executive about cancer medicine. “False, I was asking about upcoming cancer drugs,” Musk wrote in a response on X.
Musk’s comments resulted in numerous critical responses to the Mail’s video, with some X users joking that the lip reader who analyzed the clip should probably get a visual acuity test, or a better training course on lip reading at least.
News
Tesla Diner to transition to full-service restaurant as Chef heads for new venture
“I am leaving the Tesla Diner project to focus on the opening of Mish, my long-desired Jewish deli. Projects like Mish and the Tesla Diner require a sharpness of focus and attention, and my focus and attention is now squarely on Mish.”
Tesla Diner, the all-in-one Supercharging and dining experience located in Los Angeles, will transition to a full-service restaurant in January, staff said, as Chef Eric Greenspan said he would take on a new project.
A report from the Los Angeles Times says Greenspan confirmed through a text that he would leave the Diner and focus on the opening of his new Jewish deli, Mish.
Greenspan confirmed to the paper:
“I am leaving the Tesla Diner project to focus on the opening of Mish, my long-desired Jewish deli. Projects like Mish and the Tesla Diner require a sharpness of focus and attention, and my focus and attention is now squarely on Mish.”
Greenspan took on the job at the Tesla Diner and curated the menu back in March, focusing on locally-sourced ingredients and items that would play on various company products, like Cybertruck-shaped boxes that hold burgers.
Tesla Cybertruck leftovers are the main course at the Supercharger Diner
The Tesla Diner has operated as somewhat of a self-serve establishment, where Tesla owners can order directly from their vehicles through the center touchscreen. It was not exclusive to Tesla owners. Guests could also enter and order at a counter, and pick up their food, before sitting at a booth or table.
However, the report indicates Tesla is planning to push it toward a sit-down restaurant, full of waiters, waitresses, and servers, all of which will come to a table after you are seated, take your order, and serve your food.
It will be more of a full-featured restaurant experience moving forward, which is an interesting move from the company, but it also sounds as if it could be testing for an expansion.
We know that Tesla is already considering expanding locations, as it will be heading to new areas of the country. CEO Elon Musk has said that Tesla will be considering locations in Palo Alto near the company’s Engineering HQ, and in Austin, where its HQ and Gigafactory Texas are located.
Musk said that the Diner has been very successful in its first few months of operation.
Elon Musk’s xAI gains first access to Saudi supercluster with 600k Nvidia GPUs
Elon Musk debunks pay package and lip reader claims in double takedown
