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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Elon Musk’s Grok AI to be used in U.S. War Department’s bespoke AI platform

The partnership aims to provide advanced capabilities to 3 million military and civilian personnel.

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Credit: xAI

The U.S. Department of War announced Monday an agreement with Elon Musk’s xAI to embed the company’s frontier artificial intelligence systems, powered by the Grok family of models, into the department’s bespoke AI platform GenAI.mil. 

The partnership aims to provide advanced capabilities to 3 million military and civilian personnel, with initial deployment targeted for early 2026 at Impact Level 5 (IL5) for secure handling of Controlled Unclassified Information.

xAI Integration

As noted by the War Department’s press release, GenAI.mil, its bespoke AI platform, will gain xAI for the Government’s suite of tools, which enable real-time global insights from the X platform for “decisive information advantage.” The rollout builds on xAI’s July launch of products for U.S. government customers, including federal, state, local, and national security use cases.

“Targeted for initial deployment in early 2026, this integration will allow all military and civilian personnel to use xAI’s capabilities at Impact Level 5 (IL5), enabling the secure handling of Controlled Unclassified Information (CUI) in daily workflows. Users will also gain access to real‑time global insights from the X platform, providing War Department personnel with a decisive information advantage,” the Department of War wrote in a press release. 

Strategic advantages

The deal marks another step in the Department of War’s efforts to use cutting-edge AI in its operations. xAI, for its part, highlighted that its tools can support administrative tasks at the federal, state and local levels, as well as “critical mission use cases” at the front line of military operations.

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“The War Department will continue scaling an AI ecosystem built for speed, security, and decision superiority. Newly IL5-certified capabilities will empower every aspect of the Department’s workforce, turning AI into a daily operational asset. This announcement marks another milestone in America’s AI revolution, and the War Department is driving that momentum forward,” the War Department noted.

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Tesla FSD (Supervised) v14.2.2 starts rolling out

The update focuses on smoother real-world performance, better obstacle awareness, and precise end-of-trip routing, among other improvements.

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Credit: Grok Imagine

Tesla has started rolling out Full Self-Driving (Supervised) v14.2.2, bringing further refinements to its most advanced driver-assist system. The new FSD update focuses on smoother real-world performance, better obstacle awareness, and precise end-of-trip routing, among other improvements.

Key FSD v14.2.2 improvements

As noted by Not a Tesla App, FSD v14.2.2 upgrades the vision encoder neural network with higher resolution features, enhancing detection of emergency vehicles, road obstacles, and human gestures. New Arrival Options let users select preferred drop-off styles, such as Parking Lot, Street, Driveway, Parking Garage, or Curbside, with the navigation pin automatically adjusting to the user’s ideal spot for precision.

Other additions include pulling over for emergency vehicles, real-time vision-based detours for blocked roads, improved gate and debris handling, and extreme Speed Profiles for customized driving styles. Reliability gains cover fault recovery, residue alerts on the windshield, and automatic narrow-field camera washing for new 2026 Model Y units.

FSD v14.2.2 also boosts unprotected turns, lane changes, cut-ins, and school bus scenarios, among other things. Tesla also noted that users’ FSD statistics will be saved under Controls > Autopilot, which should help drivers easily view how much they are using FSD in their daily drives.  

Key FSD v14.2.2 release notes

Full Self-Driving (Supervised) v14.2.2 includes:

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  • Upgraded the neural network vision encoder, leveraging higher resolution features to further improve scenarios like handling emergency vehicles, obstacles on the road, and human gestures.
  • Added Arrival Options for you to select where FSD should park: in a Parking Lot, on the Street, in a Driveway, in a Parking Garage, or at the Curbside.
  • Added handling to pull over or yield for emergency vehicles (e.g. police cars, fire trucks, ambulances).
  • Added navigation and routing into the vision-based neural network for real-time handling of blocked roads and detours.
  • Added additional Speed Profile to further customize driving style preference.
  • Improved handling for static and dynamic gates.
  • Improved offsetting for road debris (e.g. tires, tree branches, boxes).
  • Improve handling of several scenarios, including unprotected turns, lane changes, vehicle cut-ins, and school buses.
  • Improved FSD’s ability to manage system faults and recover smoothly from degraded operation for enhanced reliability.
  • Added alerting for residue build-up on interior windshield that may impact front camera visibility. If affected, visit Service for cleaning!
  • Added automatic narrow field washing to provide rapid and efficient front camera self-cleaning, and optimize aerodynamics wash at higher vehicle speed.
  • Camera visibility can lead to increased attention monitoring sensitivity. 

Upcoming Improvements:

  • Overall smoothness and sentience.
  • Parking spot selection and parking quality.
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Tesla is not sparing any expense in ensuring the Cybercab is safe

Images shared by the longtime watcher showed 16 Cybercab prototypes parked near Giga Texas’ dedicated crash test facility.

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Credit: @JoeTegtmeyer/X

The Tesla Cybercab could very well be the safest taxi on the road when it is released and deployed for public use. This was, at least, hinted at by the intensive safety tests that Tesla seems to be putting the autonomous two-seater through at its Giga Texas crash test facility. 

Intensive crash tests

As per recent images from longtime Giga Texas watcher and drone operator Joe Tegtmeyer, Tesla seems to be very busy crash testing Cybercab units. Images shared by the longtime watcher showed 16 Cybercab prototypes parked near Giga Texas’ dedicated crash test facility just before the holidays. 

Tegtmeyer’s aerial photos showed the prototypes clustered outside the factory’s testing building. Some uncovered Cybercabs showed notable damage and one even had its airbags engaged. With Cybercab production expected to start in about 130 days, it appears that Tesla is very busy ensuring that its autonomous two-seater ends up becoming the safest taxi on public roads. 

Prioritizing safety

With no human driver controls, the Cybercab demands exceptional active and passive safety systems to protect occupants in any scenario. Considering Tesla’s reputation, it is then understandable that the company seems to be sparing no expense in ensuring that the Cybercab is as safe as possible.

Tesla’s focus on safety was recently highlighted when the Cybertruck achieved a Top Safety Pick+ rating from the Insurance Institute for Highway Safety (IIHS). This was a notable victory for the Cybertruck as critics have long claimed that the vehicle will be one of, if not the, most unsafe truck on the road due to its appearance. The vehicle’s Top Safety Pick+ rating, if any, simply proved that Tesla never neglects to make its cars as safe as possible, and that definitely includes the Cybercab.

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