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Tesla investors to vote on Texas incorporation, ratification of Musk’s 2018 comp plan at 2024 annual meeting

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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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. 

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“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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

  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

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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 puts Giga Berlin in Plaid Mode with new massive investment

The facility, Tesla’s first in Europe, opened in 2022 and has become a cornerstone for Model Y production and, increasingly, in-house battery manufacturing. Recent announcements highlight a dual focus on scaling vehicle output and advancing vertical integration through 4680 battery cells.

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Tesla is pushing forward with significant upgrades at its Gigafactory Berlin-Brandenburg in Grünheide, Germany, signaling renewed confidence in its European operations despite past market challenges.

The facility, Tesla’s first in Europe, opened in 2022 and has become a cornerstone for Model Y production and, increasingly, in-house battery manufacturing. Recent announcements highlight a dual focus on scaling vehicle output and advancing vertical integration through 4680 battery cells.

In April, plant manager André Thierig announced a 20 percent increase in Model Y production starting in July, following a record Q1 output of more than 61,000 vehicles. To support the ramp-up, Tesla plans to hire approximately 1,000 new employees beginning in May and convert 500 temporary workers to permanent positions.

The move is expected to lift weekly production significantly, addressing rebounding demand in Europe after a challenging 2025.

The expansion builds on earlier progress. In 2025, Tesla secured partial approvals to add roughly 2 million square feet of factory space, raising potential annual vehicle capacity from around 500,000 toward 800,000 units, with longer-term ambitions approaching one million vehicles per year. Logistical improvements, new infrastructure, and battery-related facilities are already underway on company-owned land.

Battery production is the latest major focus. On May 12, Thierig revealed an additional $250 million investment in the on-site cell factory. This more than doubles the planned 4680 battery cell capacity to 18 gigawatt-hours annually—up from the 8 GWh target set in December 2025—while creating over 1,500 new battery-related jobs.

Total cell investments at the site now exceed previous figures, bringing the factory closer to full vertical integration: cells, packs, and vehicles produced under one roof. Tesla describes this as unique in Europe and a step toward stronger supply chain resilience.

The plans come amid regulatory and community hurdles. Earlier expansion proposals faced protests over environmental concerns and water usage, leading to phased approvals beginning in 2024. Tesla has navigated these by emphasizing sustainable practices and economic benefits, including thousands of local jobs in Brandenburg.

With nearly 12,000 employees already on site and production steadily climbing, Gigafactory Berlin is poised for growth. The combined vehicle and battery expansions position the plant as a key hub for Tesla’s European ambitions, potentially making it one of the continent’s largest manufacturing complexes if local support continues.

As EV demand recovers, these investments underscore Tesla’s commitment to scaling efficiently in Germany while addressing regional supply chain needs.

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Honda gives up on all-EV future: ‘Not realistic’

Mibe believes the demand for its gas vehicles is certainly strong enough and has changed “beyond expectations.” As many drivers went for EVs a few years back, hybrids are becoming more popular for consumers as they offer the best of both worlds.

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honda logo with red paint
Ivan Radic, CC BY 2.0 , via Wikimedia Commons

Honda has given up on a previous plan to completely changeover to EVs by 2040, a new report states. The company’s CEO, Toshihiro Mibe, said that the idea is “not realistic.”

Mibe believes the demand for its gas vehicles is certainly strong enough and has changed “beyond expectations.” As many drivers went for EVs a few years back, hybrids are becoming more popular for consumers as they offer the best of both worlds.

Mibe said (via Motor1):

“Because of the uncertainty in the business environment and also the customer demand, is changing beyond our expectation and, therefore, we have judged that it’ll be difficult to achieve. That ratio [100-percent electric in 2040] is not realistic as of now. We have withdrawn this target.”

Instead of going all-electric, Honda still wants to oblige by its hopes to be net carbon neutral by 2050. It will do this by focusing on those popular hybrid powertrains, planning to launch 15 of them by March 2030.

Honda will invest 4.4 trillion yen, or almost $28 billion, to build hybrid powertrains built around four and six-cylinder gas engines.

There are so many companies abandoning their all-electric ambitions or even slowing their roll on building them so quickly. Ford, General Motors, Mercedes, and Nissan have all retreated from aggressive EV targets by either cancelling, delaying, or pausing the development of electric models.

Hyundai’s 2030 targets rely on mixed offerings of electric, hybrid & hydrogen vehicles

Early-decade pledges from multiple brands proved overly ambitious as infrastructure lags, battery costs remain high in some markets, and many buyers prefer hybrids for their convenience and range. Toyota has long championed hybrids, while others have quietly extended internal-combustion timelines.

For Honda—historically known for reliable gasoline engines—this shift leverages its core strengths while buying time to refine electric technology. Whether the hybrid-heavy strategy will protect market share in an increasingly competitive landscape remains to be seen, but one thing is clear: the gas engine is far from dead at Honda, unfortunately.

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Delta Airlines rejects Starlink, and the reason will probably shock you

In a pointed exchange on X, Elon Musk defended SpaceX’s uncompromising approach to Starlink’s in-flight internet service, explaining why Delta Air Lines walked away from a deal.

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Delta Airlines Airbus photographed April 2024 Delta-owned. No expiration date, unrestricted use.

SpaceX frontman Elon Musk explained on Wednesday why commercial airline Delta got cold feet over offering Starlink for stable internet on its flights — and the reason will probably shock you.

In a pointed exchange on X, Elon Musk defended SpaceX’s uncompromising approach to Starlink’s in-flight internet service, explaining why Delta Air Lines walked away from a deal.

Delta rejected Starlink because it insisted on routing all connectivity through its branded “Delta Sync” portal rather than allowing a simple Starlink experience.

Instead, the airline partnered with Amazon’s Project Kuiper—rebranded as Amazon Leo—for high-speed Wi-Fi on up to 500 aircraft, with rollout targeted for 2028. At the time of the announcement, Kuiper had roughly 300 satellites in orbit, while Starlink operated more than 10,400.

The use of the “Delta Sync” portal would not work for SpaceX, as Musk went on to say that:

“SpaceX requires that there be no annoying ‘portal’ to use Starlink. Starlink WiFi must just work effortlessly every time, as though you were at home. Delta wanted to make it painful, difficult and expensive for their customers. Hard to see how that is a winning strategy.”

Musk doubled down in a follow-up post:

“Yes, SpaceX deliberately accepted lower revenue deals with airlines in exchange for making Starlink super easy to use and available to all passengers.”

SpaceX has structured its airline agreements to prioritize zero-friction access—no captive portals, no SkyMiles logins, no paywalls or ads blocking basic connectivity.

While this means forgoing higher-margin deals that would let carriers monetize the service more aggressively, it ensures Starlink feels like home broadband at 35,000 feet. Passengers on partner airlines such as United, Qatar Airways, and Air France have already praised the service for enabling seamless video calls, streaming, and work mid-flight without interruptions.

Delta’s choice reflects a different philosophy. By keeping Wi-Fi behind its Delta Sync ecosystem, the airline aims to drive loyalty program engagement and control the digital passenger journey. Yet, critics argue this short-term control comes at the expense of immediate competitiveness.

Airlines already installing Starlink are pulling ahead in customer satisfaction surveys, while Delta passengers face years of reliance on slower, legacy systems until Leo launches.

SpaceX’s decision to trade revenue for simplicity will pay off in the longer term, as Starlink is already positioning itself as the default high-speed option for carriers that value passenger satisfaction over incremental fees.

Musk’s focus on creating not only a great service but also a reasonable user experience highlights SpaceX’s prowess with Starlink as it continues to expand across new partners and regions.

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