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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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 CEO Elon Musk confirms Robotaxi safety monitor removal in Austin: here’s when

Musk has made the claim about removing Safety Monitors from Tesla Robotaxi vehicles in Austin three times this year, once in September, once in October, and once in November.

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Credit: @AdanGuajardo/X

Tesla CEO Elon Musk confirmed on Tuesday at the xAI Hackathon that the company would be removing Safety Monitors from Robotaxis in Austin in just three weeks.

This would meet Musk’s timeline from earlier this year, as he has said on several occasions that Tesla Robotaxis would have no supervision in Austin by the end of 2025.

On Tuesday, Musk said:

“Unsupervised is pretty much solved at this point. So there will be Tesla Robotaxis operating in Austin with no one in them. Not even anyone in the passenger seat in about three weeks.”

Musk has made the claim about removing Safety Monitors from Tesla Robotaxi vehicles in Austin three times this year, once in September, once in October, and once in November.

In September, he said:

“Should be no safety driver by end of year.”

On the Q3 Earnings Call in October, he said:

“We are expecting ot have no safety drivers in at least large parts of Austin by the end of this year.”

Finally, in November, he reiterated the timeline in a public statement at the Shareholder Meeting:

“I expect Robotaxis to operate without safety drivers in large parts of Austin this year.”

Currently, Tesla uses Safety Monitors in Austin in the passenger’s seat on local roads. They will sit in the driver’s seat for highway routes. In the Bay Area ride-hailing operation, there is always a Safety Monitor in the driver’s seat.

Three weeks would deliver on the end-of-year promise, cutting it close, beating it by just two days. However, it would be a tremendous leap forward in the Robotaxi program, and would shut the mouths of many skeptics who state the current iteration is no different than having an Uber.

Tesla has also expanded its Robotaxi fleet this year, but the company has not given exact figures. Once it expands its fleet, even more progress will be made in Tesla’s self-driving efforts.

Tesla expands Robotaxi geofence, but not the garage

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SpaceX reportedly mulling IPO, eyeing largest of all time: report

“I do want to try to figure out some way for Tesla shareholders to participate in SpaceX. I’ve been giving a lot of thought to how to give people access to SpaceX stock,” Musk said.

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Credit: SpaceX

SpaceX is reportedly mulling an initial public offering, eyeing what would be the largest valuation at the time of availability of all time, a new report from Bloomberg said on Tuesday.

It is one of many reports involving one of Elon Musk’s companies and a massive market move, as this is not the first time we have seen reports of an IPO by SpaceX. Musk himself has also dispelled other reports in the past of a similar nature, including an xAI funding round.

SpaceX and Musk have yet to comment on the report. In the past, untrue reports were promptly replied to by the CEO; this has not yet gained any response, which is a good sign in terms of credibility.

However, he said just a few days ago that stories of this nature are inaccurate:

“There has been a lot of press claiming SpaceX is raising money at $800B, which is not accurate. SpaceX has been cash flow positive for many years and does periodic stock buybacks twice a year to provide liquidity for employees and investors. Valuation increments are a function of progress with Starship and Starlink and securing global direct-to-cell spectrum that greatly increases our addressable market. And one other thing that is arguably most significant by far.”

Musk has discussed a potential IPO for SpaceX in recent months, as the November 6 shareholder meeting, as he commented on the “downsides” of having a public company, like litigation exposure, quarterly reporting pressures, and other inconveniences.

Nevertheless, Musk has also said he wants there to be a way for Tesla shareholders to get in on the action. At the meeting in early November, he said:

“I do want to try to figure out some way for Tesla shareholders to participate in SpaceX. I’ve been giving a lot of thought to how to give people access to SpaceX stock.”

Additionally, he added:

“Maybe at some point., SpaceX should become a public company despite all the downsides of being public.”

Musk has been historically reluctant to take SpaceX public, at times stating it could become a barrier to colonizing Mars. That does not mean it will not happen.

Bloomberg’s report cites multiple unidentified sources who are familiar with the matter. They indicate to the publication that SpaceX wants to go public in mid-to-late 2026, and it wants to raise $30 billion at a valuation of around $1.5 trillion.

This is not the first time SpaceX has discussed an IPO; we reported on it nine years ago. We hope it is true, as the community has spoken for a long time about having access to SpaceX stock. Legendary investor Ron Baron is one of the lucky few to be a SpaceX investor, and said it, along with Tesla, is a “lifetime investment.”

Tesla bull Ron Baron reveals $100M SpaceX investment, sees 3-5x return on TSLA

The primary driver of SpaceX’s value is Starlink, the company’s satellite internet service. Starlink contributes 60-70 percent of SpaceX’s revenue, meaning it is the primary value engine. Launch services, like Falcon 9 contracts, and the development of Starship, also play supporting roles.

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SpaceX reaches incredible milestone with Starlink program

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Credit: SpaceX

SpaceX reached an incredible milestone with its Starlink program with a launch last night, as the 3,000th satellite of the year was launched into low Earth orbit.

On Monday, SpaceX also achieved its 32nd flight with a single Falcon 9 rocket from NASA’s Kennedy Space Center.

The mission was Starlink 6-92, and it utilized the Falcon 9 B1067 for the 32nd time this year, the most-used Falcon booster. The flight delivered SpaceX’s 3000th Starlink satellite of the year, a massive achievement.

There were 29 Starlink satellites launched and deployed into LEO during this particular mission:

SpaceX has a current goal of certifying its Falcon boosters for 40 missions apiece, according to Spaceflight Now.

The flight was the 350th orbital launch from the nearby SLC-40, and the 3,000 satellites that have been successfully launched this year continue to contribute to the company’s goal of having 12,000 satellites contributing to global internet coverage.

There are over five million users of Starlink, the latest data shows.

Following the launch and stage separation, the Falcon 9 booster completed its mission with a perfect landing on the ‘Just Read the Instructions’ droneship.

The mission was the 575th overall Falcon 9 launch, highlighting SpaceX’s operational tempo, which continues to be accelerated. The company averages two missions per week, and underscores CEO Elon Musk’s vision of a multi-planetary future, where reliable connectivity is crucial for remote work, education, and emergency response.

As Starlink expands and works toward that elusive and crucial 12,000 satellite goal, missions like 6-92 pave the way for innovations in telecommunications and enable more internet access to people across the globe.

With regulatory approvals in over 100 countries and millions of current subscribers, SpaceX continues to democratize space, proving that reusability is not just feasible, but it’s also revolutionary.

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