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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Rivian unveils self-driving chip and autonomy plans to compete with Tesla
Rivian, a mainstay in the world of electric vehicle startups, said it plans to roll out an Autonomy+ subscription and one-time purchase program, priced at $49.99 per month and $2,500 up front, respectively, for access to its self-driving suite.
Rivian unveiled its self-driving chip and autonomy plans to compete with Tesla and others at its AI and Autonomy Day on Thursday in Palo Alto, California.
Rivian, a mainstay in the world of electric vehicle startups, said it plans to roll out an Autonomy+ subscription and one-time purchase program, priced at $49.99 per month and $2,500 up front, respectively, for access to its self-driving suite.
CEO RJ Scaringe said it will learn and become more confident and robust as more miles are driven and it gathers more data. This is what Tesla uses through a neural network, as it uses deep learning to improve with every mile traveled.
He said:
“I couldn’t be more excited for the work our teams are driving in autonomy and AI. Our updated hardware platform, which includes our in-house 1600 sparse TOPS inference chip, will enable us to achieve dramatic progress in self-driving to ultimately deliver on our goal of delivering L4. This represents an inflection point for the ownership experience – ultimately being able to give customers their time back when in the car.”
At first, Rivian plans to offer the service to personally-owned vehicles, and not operate as a ride-hailing service. However, ride-sharing is in the plans for the future, he said:
“While our initial focus will be on personally owned vehicles, which today represent a vast majority of the miles to the United States, this also enables us to pursue opportunities in the rideshare space.”
The Hardware
Rivian is not using a vision-only approach as Tesla does, and instead will rely on 11 cameras, five radar sensors, and a single LiDAR that will face forward.
It is also developing a chip in-house, which will be manufactured by TSMC, a supplier of Tesla’s as well. The chip will be known as RAP1 and will be about 50 times as powerful as the chip that is currently in Rivian vehicles. It will also do more than 800 trillion calculations every second.
Meet the Rivian Autonomy Processor.
Fast, smart, scalable and purpose-built for autonomous driving and the world of physical AI. Hitting the open road in 2026. pic.twitter.com/0wYXi5WKy7
— Rivian (@Rivian) December 11, 2025
RAP1 powers the Autonomy Compute Module 3, known as ACM3, which is Rivian’s third-generation autonomy computer.
ACM3 specs include:
- 1600 sparse INT8 TOPS (Trillion Operations Per Second).
- The processing power of 5 billion pixels per second.
- RAP1 features RivLink, a low-latency interconnect technology allowing chips to be connected to multiply processing power, making it inherently extensible.
- RAP1 is enabled by an in-house developed AI compiler and platform software
As far as LiDAR, Rivian plans to use it in forthcoming R2 cars to enable SAE Level 4 automated driving, which would allow people to sit in the back and, according to the agency’s ratings, “will not require you to take over driving.”
More Details
Rivian said it will also roll out advancements to the second-generation R1 vehicles in the near term with the addition of UHF, or Universal Hands-Free, which will be available on over 3.5 million miles of roadway in the U.S. and Canada.
More than any other feature, our owners have asked for more hands-free miles.
With Universal Hands-Free, you can now enjoy hands-free assisted driving on any road with clearly defined lanes. That’s roughly 3.5 million miles in the U.S. and Canada.
Look for it in our next… pic.twitter.com/ZFhwVzvt6b
— Rivian (@Rivian) December 11, 2025
Rivian will now join the competitive ranks with Tesla, Waymo, Zoox, and others, who are all in the race for autonomy.
News
Tesla partners with Lemonade for new insurance program
Tesla recently was offered “almost free” coverage for Full Self-Driving by Lemonade’s Shai Wininger, President and Co-founder, who said it would be “happy to explore insuring Tesla FSD miles for (almost) free.”
Tesla owners in California, Oregon, and Arizona can now use Lemonade Insurance, the firm that recently said it could cover Full Self-Driving miles for “almost free.”
Lemonade, which offered the new service through its app, has three distinct advantages, it says:
- Direct Connection for no telematics device needed
- Better customer service
- Smarter pricing
The company is known for offering unique, fee-based insurance rates through AI, and instead of keeping unclaimed premiums, it offers coverage through a flat free upfront. The leftover funds are donated to charities by its policyholders.
On Thursday, it announced that cars in three states would be able to be connected directly to the car through its smartphone app, enabling easier access to insurance factors through telematics:
Lemonade customers who own @Tesla vehicles in California, Oregon, and Arizona can now connect their cars directly to the Lemonade app! ⚡🚘
Direct connection = no telematics device needed 📵
Better customer experience 💃
Smarter pricing with Lemonade 🧠This is a game-changer… pic.twitter.com/jbabxZWT4t
— Lemonade (@Lemonade_Inc) December 11, 2025
Tesla recently was offered “almost free” coverage for Full Self-Driving by Lemonade’s Shai Wininger, President and Co-founder, who said it would be “happy to explore insuring Tesla FSD miles for (almost) free.”
The strategy would be one of the most unique, as it would provide Tesla drivers with stable, accurate, and consistent insurance rates, while also incentivizing owners to utilize Full Self-Driving for their travel miles.
Tesla Full Self-Driving gets an offer to be insured for ‘almost free’
This would make FSD more cost-effective for owners and contribute to the company’s data collection efforts.
Data also backs Tesla Full Self-Driving’s advantages as a safety net for drivers. Recent figures indicate it was nine times less likely to be in an accident compared to the national average, registering an accident every 6.36 million miles. The NHTSA says a crash occurs approximately every 702,000 miles.
Tesla also offers its own in-house insurance program, which is currently offered in twelve states so far. The company is attempting to enter more areas of the U.S., with recent filings indicating the company wants to enter Florida and offer insurance to drivers in that state.
News
Tesla Model Y gets hefty discounts and more in final sales push
Tesla Model Y configurations are getting hefty discounts and more benefits as the company is in the phase of its final sales push for the year.
Tesla is offering up to $1,500 off new Model Y Standard trims that are available in inventory in the United States. Additionally, Tesla is giving up to $2,000 off the Premium trims of the Model Y. There is also one free upgrade included, such as a paint color or interior color, at no additional charge.
NEWS: Tesla is now offering discounts of up to $1,500 off new Model Y Standard vehicles in U.S. inventory. Discounts of up to $2,000 are also being offered on Model Y Premiums.
These discounts are in addition to the one free upgrade you get (such as Diamond Black paint) on… pic.twitter.com/L0RMtjmtK0
— Sawyer Merritt (@SawyerMerritt) December 10, 2025
Tesla is hoping to bolster a relatively strong performance through the first three quarters of the year, with over 1.2 million cars delivered through the first three quarters.
This is about four percent under what the company reported through the same time period last year, as it was about 75,000 vehicles ahead in 2024.
However, Q3 was the company’s best quarterly performance of all time, and it surged because of the loss of the $7,500 EV tax credit, which was eliminated in September. The imminent removal of the credit led to many buyers flocking to Tesla showrooms to take advantage of the discount, which led to a strong quarter for the company.
2024 was the first year in the 2020s when Tesla did not experience a year-over-year delivery growth, as it saw a 1 percent slide from 2023. The previous years saw huge growth, with the biggest coming from 2020 to 2021, when Tesla had an 87 percent delivery growth.
This year, it is expected to be a second consecutive slide, with a drop of potentially 8 percent, if it manages to deliver 1.65 million cars, which is where Grok projects the automaker to end up.
Tesla will likely return to its annual growth rate in the coming years, but the focus is becoming less about delivery figures and more about autonomy, a major contributor to the company’s valuation. As AI continues to become more refined, Tesla will apply these principles to its Full Self-Driving efforts, as well as the Optimus humanoid robot project.
Will Tesla thrive without the EV tax credit? Five reasons why they might
These discounts should help incentivize some buyers to pull the trigger on a vehicle before the year ends. It will also be interesting to see if the adjusted EV tax credit rules, which allowed deliveries to occur after the September 30 cutoff date, along with these discounts, will have a positive impact.