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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

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Credit: Tesla

Tesla (NASDAQ: TSLA) is being called “the biggest meme stock we’ve ever seen” by Yale School of Management Senior Associate Dean Jeff Sonnenfeld, who made the comments in a recent interview with CNBC.

Sonnenfeld’s comments echo those of many of the company’s skeptics, who argue that its price-to-earnings ratio is far too high when compared to other companies also in the tech industry. Tesla is often compared to companies like Apple, Nvidia, and Microsoft when these types of discussions come up.

Fundamentally, yes, Tesla does trade at a P/E level that is significantly above that of any comparable company.

However, it is worth mentioning that Tesla is not traded like a typical company, either.

Here’s what Sonnenfeld said regarding Tesla:

“This is the biggest meme stock we’ve ever seen. Even at its peak, Amazon was nowhere near this level. The PE on this, well above 200, is just crazy. When you’ve got stocks like Nvidia, the price-earnings ratio is around 25 or 30, and Apple is maybe 35 or 36, Microsoft around the same. I mean, this is way out of line to be at a 220 PE. It’s crazy, and they’ve, I think, put a little too much emphasis on the magic wand of Musk.”

Many analysts have admitted in the past that they believe Tesla is an untraditional stock in the sense that many analysts trade it based on narrative and not fundamentals. Ryan Brinkman of J.P. Morgan once said:

“Tesla shares continue to strike us as having become completely divorced from the fundamentals.”

Dan Nathan, another notorious skeptic of Tesla shares, recently turned bullish on the stock because of “technicals and sentiment.” He said just last week:

“I think from a trading perspective, it looks very interesting.”

Nathan said Tesla shares show signs of strength moving forward, including holding its 200-day moving average and holding against current resistance levels.

Sonnenfeld’s synopsis of Tesla shares points out that there might be “a little too much emphasis on the magic wand of Musk.”

Elon Musk just bought $1 billion in Tesla stock, his biggest purchase ever

This could refer to different things: perhaps his recent $1 billion stock buy, which sent the stock skyrocketing, or the fact that many Tesla investors are fans and owners who do not buy and sell on numbers, but rather on news that Musk might report himself.

Tesla is trading around $423.76 at the time of publication, as of 3:25 p.m. on the East Coast.

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Tesla makes big change to Full Self-Driving doghouse that drivers will like

Now, it is changing the timeframe of which strikes will be removed, cutting it in half. The strikes will be removed every 3.5 days, as long as no strikes are received during the time period.

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tesla cabin facing camera
Tesla's Cabin-facing camera is used to monitor driver attentiveness. (Credit: Andy Slye/YouTube)

Tesla is making a big change to its Full Self-Driving doghouse that drivers will like.

The doghouse is a hypothetical term used to describe the penalty period that Tesla applies to drivers who receive too many infractions related to distracted driving.

Previously, Tesla implemented a seven-day ban on the use of Full Self-Driving for those who received five strikes in a vehicle equipped with a cabin camera and three strikes for those without a cabin camera.

It also forgave one strike per week of Full Self-Driving use, provided the driver did not receive any additional strikes during the seven-day period.

Now, it is changing the timeframe of which strikes will be removed, cutting it in half. The strikes will be removed every 3.5 days, as long as no strikes are received during the time period.

The change was found by Not a Tesla App, which noticed the adjustment in the Owner’s Manual for the 2025.32 Software Update.

The system undoubtedly helps improve safety as it helps keep drivers honest. However, there are definitely workarounds, which people are using and promoting for monetary gain, and you can find them on basically any online marketplace, including TikTok shop and Amazon:

People are marketing the product as an FSD cheat device, which the cabin-facing camera will not be able to detect, allowing you to watch something on a phone or look through the windshield at the road.

The safeguards implemented by Tesla are designed to protect drivers from distractions and also protect the company itself from liability. People are still using Full Self-Driving as if it were a fully autonomous product, and it is not.

Tesla even says that the driver must pay attention and be ready to take over in any scenario:

“Yes. Autopilot is a driver assistance system that is intended to be used only with a fully attentive driver. It does not turn a Tesla into a fully autonomous vehicle.

Before enabling Autopilot, you must agree to “keep your hands on the steering wheel at all times” and to always “maintain control and responsibility for your vehicle.” Once engaged, Autopilot will also deliver an escalating series of visual and audio warnings, reminding you to place your hands on the wheel if insufficient torque is applied or your vehicle otherwise detects you may not be attentive enough to the road ahead. If you repeatedly ignore these warnings, you will be locked out from using Autopilot during that trip.

You can override any of Autopilot’s features at any time by steering or applying the accelerator at any time.”

It is good that Tesla is rewarding those who learn from their mistakes with this shorter timeframe to lose the strikes. It won’t be needed forever, though, as eventually, the company will solve autonomy. The question is: when?

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Elon Musk teases the capabilities of the Tesla Roadster once again

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Elon Musk has once again teased the capabilities of the Tesla Roadster, fueling the anticipation that many have for the vehicle, despite it still having no public production or delivery date.

The Roadster is among the most anticipated vehicles in the automotive sector currently, and as Tesla has teased its capabilities, from a lightning-fast 1.1-second 0-60 MPH acceleration to potential hovering with cold-gas thrusters, people are eager to see it.

Although the design seemed to be finalized, there was still more work to be done. Earlier this year, as Tesla was showcasing some of the Roadster’s capabilities to Musk, he stated that it was capable of even more.

This pushed back its production date even further, much to the chagrin of those who have been waiting years for it.

Musk continues to tease us all, and as we sit here waiting hopelessly for it to be revealed, he said today that it is “something special beyond a car.”

Musk’s words were in response to a video posted by Tesla China, showing the Roadster in a new promotional video created by a fan.

The Roadster was planned to be released in 2020, but here we are in 2025, and there is still no sign of the vehicle entering production. However, Tesla did say earlier this year that it would host a demo event for the Roadster, where the company would showcase its capabilities.

Lars Moravy said earlier this year:

“Roadster is definitely in development. We did talk about it last Sunday night. We are gearing up for a super cool demo. It’s going to be mind-blowing; We showed Elon some cool demos last week of the tech we’ve been working on, and he got a little excited.”

Tesla exec gives big update on Roadster, confirming recent rumor

The delays have been attributed to “radically increased design goals” for the vehicle, which have, without a doubt, improved its capabilities, but at the same time, we just want to know if it’s ever going to come.

Tesla can always make it “better,” but at what point do you say, “Okay, it’s time to show this thing off.” They could always build another, even more capable supercar in the next ten years.

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