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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

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. 

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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.

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’s Cybercab battery design could make robotaxis even cheaper

Tesla built the Cybercab’s battery pack with spare room for a future switch to LFP.

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Tesla built the Cybercab’s battery pack with empty space inside it on purpose, and the reason points to a cheaper robotaxi down the road.

Robert Sumpf, Tesla’s director of mechanical design engineering for battery modules and packs, said the extra room beside and beneath the Cybercab’s modules was left there so the company can move to lithium iron phosphate cells later. “So, we protected this pack to go to an even lower energy dense chemistry as we scale and need to bring LFP into the platform,” Sumpf said in a Cybercab deep dive with Munro Live.

The Cybercab runs on Tesla’s own 4680 cells with a nickel chemistry today. LFP cells store less energy for their size, so a straight swap would cut range. The reserved space lets Tesla add more LFP cells to make up the difference. In return, Tesla would get cells that cost less, run cooler and survive more charge cycles. LFP became the most used EV battery chemistry in the world last year.

Not all of that room was planned for a chemistry change. Lars Moravy, Tesla’s Vice President of Vehicle Engineering, said part of it exists because “we didn’t need as many batteries as we thought we did.” Tesla told Sandy Munro in early 2025 that it was targeting a Cybercab pack under 50 kWh with close to 300 miles of range.

The pack also breaks from the structural design Tesla used in some Model Y and Cybertruck builds. Instead of potting hundreds of cells into one block, the Cybercab uses four separate, individually sealed modules, so a bad module can be replaced without scrapping the whole pack. Sumpf was blunt about the older approach, giving the Model Y structural battery “a grade D” because it was hard to build and nearly impossible to repair. He estimated a fully structural pack gains about 10% more cell volume, but said “the issue is the service cost.”

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That cost matters more for a car that rarely sits parked. Cybercab chief engineer Eric Earley said replacing an entire pack “before half a million miles is a killer on cost,” which is why remanufacturing and serviceability were built into the design from the start.

The same Munro Live tour produced Moravy’s admission that the Cybercab line at Giga Texas is now outpacing Robotaxi deployments, along with a look at the robotaxi’s unorthodox paint process. Tesla is aiming to deliver the first Cybercabs to outside customers by the end of 2026, though Elon Musk has said the vast majority will stay owned by Tesla and run as a transport service.

Sumpf did not give a date for an LFP version, name a cell supplier or say how a chemistry change would affect range. For now, the 4680 cars keep piling up: Texas DMV records from Tuesday list 544 Cybercabs authorized for Tesla’s Robotaxi fleet, more than the 507 Model Ys on the same roster for the first time.

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Starlink is ‘biggest competitive advantage,’ but it’s temporary, United CEO says

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Credit: United Airlines

United Airlines CEO Scott Kirby said that SpaceX’s Starlink satellite internet is its leading competitive advantage in the U.S. airline industry. However, in recent comments, while he described the service as “the biggest competitive advantage” the carrier currently holds, he also acknowledged that the edge is temporary.

“…everybody eventually is going to have high-speed low earth orbit internet connectivity. It’s going to be a must-have. We are going to have a few years of being the only airline that has it at scale, and that’s our mission,” Kirby said. Until everyone has it, United aims to capitalize on its head start by converting trial users into long-term loyal customers.

United has moved faster than its rivals on Starlink installations. As of mid-to-late October 2026, the system was on roughly 43 percent of its fleet, with plans to reach 61 percent by year-end, 87 percent by June 2027, and full fleet coverage by the end of next year.

The airline already operates more Starlink-equipped flights than the rest of the U.S. industry combined. Los Angeles International Airport is scheduled to become United’s first 100 percent Starlink hub in the first half of 2027, and the carrier’s app will display the likelihood that any given flight has the service.

Kirby has pointed to early evidence that the offering influences booking decisions. Some passengers loyal to other airlines are already switching flights for Starlink connectivity, something the airline, along with American Airlines, has tried to leverage against competing airlines. Both companies used status-match programs, and some of those customers are pursuing company-specific credit cards, which signals an intent to stay.

Once onboard, these customers encounter the airline’s broader investments in aircraft, larger seat-back screens, oversized bins, connection tools, and a mobile app that Kirby says outperforms competitors. Wi-Fi satisfaction scores on Starlink-equipped planes have been reported to be nearly double those on aircraft with other systems.

Competitors are moving slowly to do the same. Southwest Airlines began installations in 2025 and expects to complete them soon. Delta is pursuing Amazon’s Leo system, while American expects to start Starlink work in early 2027 and has not yet detailed regional-fleet plans. This timeline gap gives United a multi-year window in which it remains the only major U.S. carrier offering Starlink at scale.

Kirby has framed the strategy as pressing that advantage while simultaneously widening gaps in other technology areas so that customers who try United for the Wi-Fi remain for the overall experience.

The approach reflects a calculated bet that superior in-flight connectivity can accelerate share gains and support longer-term financial targets, including a 10 percent pre-tax margin goal.

High-speed internet is particularly valued by premium and business travelers who can work or stream reliably. As low-Earth-orbit service becomes ubiquitous, the temporary nature of the pure connectivity edge means United’s retention will depend on whether its other product and operational improvements keep pace.

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Tesla Cybercab’s unorthodox paint process explained

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Credit: Tesla

Tesla Cybercab skips the traditional paint shop entirely, marking an unorthodox process for coloring the fully autonomous vehicle. However, the decision was a smart one, as it slashed factory costs, floor space utilization, and complexity, since Tesla relied on specialized alloys and in-mold coloring.

Munro Live was given the opportunity to do a factory walkthrough with Tesla Vice President of Vehicle Engineering Lars Moravy, who explained and detailed how Cybercab production at Giga Texas eliminates one of the automotive manufacturing industry’s most expensive and space-hungry elements.

A conventional paint line can cost hundreds of millions of dollars and require a million man-hours to build. Moravy framed the choice around Tesla’s core rule: “Question the requirements: why do you need paint?”

The structural answer lies in material selection. The aluminum alloys used in Cybercab’s front and rear castings do not oxidize and lose strength over time, the way many common automotive aluminum alloys do. Only the side modules, built around hot-stamped boron-steel door rings, receive an anti-corrosion e-coat, or dip coat. Front and rear modules skip coating altogether.

Model Y and Model 3 bodies, by contrast, are fully coated and painted.

Exterior colors come from the plastics shop, which Tesla engineers described as “our paint shop” for the Cybercab. Body panels are produced via reaction injection molding, referred to as RIM. Color is then mixed into a polyurethane resin at the mix head immediately before injection, so the panel emerges already colored with a Class-A surface.

Robots trim overflow to control sink marks and flow lines. The process avoids conventional spray-paint defects like orange peel and paint bleed. Scratches can still be repaired with compatible coatings that behave “basically like paint.” Because color is integral rather than a surface layer, shallow scratches do not expose a contrasting undercoat.

The secret behind Tesla’s Cybercab Gold goes well beyond just the color

Tesla has also explored related approaches, including in-mold lamination and painted films on stamped panels.

The manufacturing payoff is substantial because removing the paint shop, combined with the “unboxed” modular process that builds and tests front, rear, side, and center modules in parallel before a short final assembly, cuts factory floor space per vehicle by about 50 percent.

Final assembly itself uses only about 25 automated stations, far fewer than the typical Model Y line, and the overall line runs at about 78 percent automation, Moravy said. The approach also eliminates volatile organic compound emissions associated with traditional spray painting for these panels and shortens the coloring cycle from hours to minutes.

Cybercab’s paint strategy is clearly less about aesthetics than about systematically deleting capital-intensive, energy-heavy, and space-consuming steps once material science and process design make them unnecessary. It is a concrete example of Tesla applying first-principles questioning to one of the auto industry’s most entrenched factory requirements.

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