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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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News
Tesla Model X shocks everyone by crushing every other used car in America
The Model X is one of Tesla’s flagship models, the other being the Model S. Earlier this year, Tesla confirmed it would discontinue production of both the Model S and Model X to make way for Optimus robot production at the Fremont Factory in Northern California.
The Tesla Model X was the fastest-selling used vehicle in the United States in the first quarter of the year, crushing every other used car in America.
iSeeCars data for the first quarter shows that the Model X was the fastest-selling used car, lasting just 25.6 days on the market on average, two days better than that of the second-place Lexus RX 350h. The Cybertruck, Model Y, and Model S, in seventh, ninth, and thirteenth place, respectively, also made the list.
The Model X is one of Tesla’s flagship models, the other being the Model S. Earlier this year, Tesla confirmed it would discontinue production of both the Model S and Model X to make way for Optimus robot production at the Fremont Factory in Northern California.
Tesla brings closure to flagship ‘sentimental’ models, Musk confirms
Bringing closure to these two vehicles signaled the end of the road for the cars that have effectively built Tesla’s reputation for luxury and high-end passenger vehicles.
Relying on the sales of its mass market Model Y and Model 3, as well as leaning on the success of future products like the Cybercab, is the angle Tesla has chosen to take.
Teslas are also performing extremely well as a whole on the resale market. iSeeCars data shows that, “while the average price of a 1- to 5-year-old non-Tesla EV fell 10.3% in Q1 2026 year-over-year, the average price of a used Tesla was essentially flat at 0.1% lower across the same period. Traditional gas car prices dropped 2.8% during this same period.”
Additionally, market share for gas cars has dropped nearly 3 percent since the same quarter last year. Tesla has remained level, while the non-Tesla EV market share has increased 30 percent, mostly due to more models available.
Nevertheless, those non-Tesla EVs have seen their value drop by over 10 percent, while Tesla’s values have remained level.
Executive Analyst Karl Brauer said:
“Used electric vehicles without a Tesla badge have lost more than 10% of their value in the past year. This compares to stable values for Teslas and hybrids, and a modest 2.8% drop for traditional gasoline vehicles.”
Teslas, as well as non-luxury hybrids, are displaying the strongest resistance in the face of faltering demand, the publication says. But the more impressive performance is that of the Model X alone.
Tesla’s decision to stop production of the Model X may have played some part in the vehicle’s pristine performance in Q1. With the car already placed at a premium price point, used models are already more appealing to consumers. Perhaps second-hand versions were more than enough for those who wanted a Model X, and only a Model X.
Cybertruck
Tesla Cybertruck’s head-scratching trim sold terribly, recall documents reveal
The head-scratching offering was only available for a few months, and evidently, it did not sell very well, which we all suspected. New recall documents on the vehicle from the National Highway Traffic Safety Administration (NHTSA) now reveal just how poorly it sold.
After Tesla decided to build a Rear-Wheel-Drive Cybertruck trim back in 2025, which was void of many features and only featured a small discount.
The head-scratching offering was only available for a few months, and evidently, it did not sell very well, which we all suspected. New recall documents on the vehicle from the National Highway Traffic Safety Administration (NHTSA) now reveal just how poorly it sold.
The recall deals with a potentially separating wheel stud and potentially impacts 173 Cybertruck units with the 18-inch steel wheels. The Cybertruck RWD was the only trim level to feature these, and the 173 potentially impacted units represent a portion of the population of pickups. Therefore, it’s not the entire number of RWD Cybertruck sold, but it could show how little interest it gathered.
The NHTSA document states:
“On affected vehicles, higher severity road perturbations and cornering may strain the stud hole in the wheel rotor, causing cracks to form. If cracking propagates with continued use and strain, the wheel stud could eventually separate from the wheel hub.”
Only 5 percent are expected to be impacted, meaning less than 10 units will have the issue if the NHTSA and Tesla estimates are correct. Nevertheless, the true story here is how terribly the RWD Cybertruck sold.
Tesla ended production and stopped offering the RWD Cybertruck to customers last September. For just $10,000 less than the All-Wheel-Drive trim, Tesla offered the RWD Cybertruck with just one motor, textile seats instead of leather, only 7 speakers instead of 15, no Rear Touchscreen, no Powered Tonneau Cover for the truck bed, and no 120v/240v outlets.
For just $10,000 more, at $79,990, owners could have received all of those premium features, as well as a more capable All-Wheel-Drive powertrain that featured Adaptive Air Suspension. The discount simply was not worth the sacrifices.
Orders were few and far between, and sources told us that when it was offered, sales were extremely tempered because customers could not see the value in this trim level.
Even Tesla’s most loyal supporters thought the offering was kind of a joke, and the $10,000 extra was simply worth it.
News
Tesla Semi sends clear message to Diesel rivals with latest move
The truck is being built at a dedicated facility in Sparks, Nevada, just next to its Gigafactory Nevada facility.
Tesla has officially launched Semi production at what will be a mind-boggling rate of approximately 50,000 units per year.
The truck is being built at a dedicated facility in Sparks, Nevada, just next to its Gigafactory Nevada facility.
The company finally announced on April 29 that the first Tesla Semi truck has rolled off its new high-volume production line at the factory. This marks the transition from limited pilot builds to scaled manufacturing for the Class 8 all-electric heavy-duty truck, nearly nine years after its dramatic 2017 unveiling.
🚨 Tesla Semi mass production is underway in Nevada!
HUGE! https://t.co/ohgQIiI2bK pic.twitter.com/23GvWr8D27
— TESLARATI (@Teslarati) April 29, 2026
Tesla initially promised high-volume deliveries by 2019–2020, but battery supply constraints and prioritization for passenger vehicles delayed progress. The new 1.7-million-square-foot factory, purpose-built next to Gigafactory Nevada’s 4680 cell production lines, resolves those bottlenecks through deep vertical integration.
The Semi uses Tesla’s structural battery packs with cylindrical 4680 cells manufactured on-site. This integration enables efficient supply, reduced logistics costs, and the potential for high output. The factory is designed for an eventual annual capacity of approximately 50,000 trucks, positioning Tesla to address growing demand in long-haul freight electrification.
Tesla is using a redesigned Cybertruck battery cell to mitigate Semi challenges
Operating economics favor the Semi through dramatically lower fuel and maintenance costs compared to traditional diesel rigs, and companies involved in a pilot program for the Semi with Tesla have shown that.
Electricity is far cheaper than diesel on a per-mile basis, while the electric powertrain features fewer moving parts, reducing service intervals and lifetime expenses. Early deployments with customers like PepsiCo and others have validated these advantages in real-world service.
The Nevada factory’s ramp-up is targeted for full volume output before the end of June 2026, aligning with broader Tesla production goals for 2026. This includes parallel efforts on other new vehicles while expanding the Megacharger infrastructure to support widespread adoption.
By localizing battery and truck production, Tesla gains advantages in cost, quality control, and scalability that many competitors sourcing cells externally lack. The start of high-volume Semi production represents a pivotal step in Tesla’s strategy to electrify heavy transportation, potentially accelerating the shift toward zero-emission freight across North America and beyond.
As output increases, the Semi could reshape long-haul logistics with its combination of performance, efficiency, and sustainability.