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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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 accuses IG Metall member of secretly recording Giga Berlin meeting

The union has denied the electric vehicle maker’s allegations.

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Credit: Tesla Manufacturing/X

Police seized the computer of an IG Metall member at Tesla Giga Berlin on Tuesday amid allegations that a works council meeting was secretly recorded. 

The union has denied the electric vehicle maker’s allegations.

In a post on X, Gigafactory Berlin plant manager André Thierig stated that an external union representative from IG Metall attended a works council meeting and allegedly recorded the session. Thierig described the event as “truly beyond words.”

“What has happened today at Giga Berlin is truly beyond words! An external union representative from IG Metall attended a works council meeting. For unknown reasons he recorded the internal meeting and was caught in action! We obviously called police and filed a criminal complaint!” Thierig wrote in his post on X.

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Police later confirmed to local news outlet rbb24 that officers did seize a computer belonging to an IG Metall member at the Giga Berlin site on Tuesday afternoon. Tesla stated that employees had contacted authorities after discovering the alleged recording.

IG Metall denied Tesla’s accusations, arguing that its representative did not record the meeting. The union alleged that Tesla’s claim was simply a tactic ahead of upcoming works council elections.

The next works council election at Giga Berlin is scheduled for March 2 to 4, 2026. The facility’s management had confirmed the dates to local news outlets. The official announcement marks the start of the election process and campaign period.

Approximately 11,000 employees are eligible to participate in the vote.

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The previous works council election at the plant took place in 2024, and it was triggered by a notable increase in workforce size. Under German labor law, regular works council elections must be held every four years between March 1 and May 31.

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Elon Musk’s xAI plants flag in Bellevue AI hotspot

The lease places xAI’s new office in one of the region’s fastest-growing tech hubs.

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UK Government, CC BY 2.0 , via Wikimedia Commons

Elon Musk’s artificial intelligence company xAI has leased a full floor at Lincoln Square South in downtown Bellevue, WA, as per city permit filings. 

The lease places xAI’s new office in one of the region’s fastest-growing tech hubs.

Public records indicate that xAI leased roughly 24,800 square feet in Lincoln Square South. The location was previously occupied by video game company Epic Games. Lincoln Square South is part of the Bellevue Collection, which is owned by Kemper Development Co.

The lease was first referenced in January by commercial real estate firm Broderick Group, which noted that an unnamed tenant had secured the space, as stated in a report from the Puget Sound Business Journal. Later filings identified xAI as the occupant for the space.

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xAI has not publicly commented on the lease.

xAI hinted at plans to open an office in the Seattle area back in September, when the startup posted job openings with salaries ranging from $180,000 to $440,000. At the time, the company had narrowed its location search to cities on the Eastside but had not finalized a lease.

xAI’s Bellevue expansion comes as Musk continues consolidating his businesses. Last week, SpaceX acquired xAI in a deal that valued the artificial intelligence startup at $250 billion. SpaceX itself is now valued at roughly $1.25 trillion and is expected to pursue an initial public offering (IPO) later this year.

Musk already has a significant presence in the region through SpaceX, which employs about 2,000 workers locally. That initiative, however, is focused largely on Starlink satellite development.

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Bellevue has increasingly become a center for artificial intelligence companies. OpenAI has expanded its local office footprint to nearly 300,000 square feet. Data infrastructure firms such as Crusoe and CoreWeave have also established offices downtown.

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SpaceX blocks unauthorized Starlink terminals used by Russian troops

Ukrainian officials confirmed that Starlink terminals believed to be used by Russian troops were disabled after coordination with SpaceX.

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Starlink-india-license-delay
(Credit: Starlink/X)

SpaceX has taken steps to block unauthorized use of its Starlink satellite internet network, a move Ukrainian officials stated is already disrupting Russian military communications. 

Russian units lose a key communications tool

As per a report from The Guardian, Ukrainian defense officials have confirmed that Starlink terminals believed to be used by Russian troops were recently disabled after coordination with SpaceX. The move reportedly affected frontline communications and drone operations, especially in areas where traditional military radios are unreliable or easily jammed.

For months, Russian units had relied on large numbers of illicitly obtained Starlink terminals to stay connected along the front. The satellite internet service allowed faster coordination and more precise drone use for Russian forces.

Several Russian military bloggers close to frontline units have acknowledged the impact of the Starlink shutdown, with some describing sudden connectivity problems in the satellite internet service.

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Russia lacks comparable replacement

Russia does not have a satellite internet system that matches Starlink’s speed, coverage, and ease of deployment. Alternatives such as fiber-optic lines, short-range wireless links, and digital radio systems take longer to install and work inadequately for fast-moving units.

Russia does operate limited satellite communications through state-linked providers, but those systems rely mainly on geostationary satellites, which are notably slower. Coverage is uneven, and data capacity is far lower than Starlink’s low-Earth-orbit network.

For now, Ukraine has stated that it has introduced a verification system that allows only approved Starlink terminals to connect. Devices believed to be linked to Russian forces are blocked from the network. That being said, Ukrainian officials have also claimed Russian units are trying to work around the restrictions by asking civilians to register Starlink terminals in their names. 

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