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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Elon Musk
Delaware Supreme Court reinstates Elon Musk’s 2018 Tesla CEO pay package
The unanimous decision criticized the prior total rescission as “improper and inequitable,” arguing that it left Musk uncompensated for six years of transformative leadership at Tesla.
The Delaware Supreme Court has overturned a lower court ruling, reinstating Elon Musk’s 2018 compensation package originally valued at $56 billion but now worth approximately $139 billion due to Tesla’s soaring stock price.
The unanimous decision criticized the prior total rescission as “improper and inequitable,” arguing that it left Musk uncompensated for six years of transformative leadership at Tesla. Musk quickly celebrated the outcome on X, stating that he felt “vindicated.” He also shared his gratitude to TSLA shareholders.
Delaware Supreme Court makes a decision
In a 49-page ruling Friday, the Delaware Supreme Court reversed Chancellor Kathaleen McCormick’s 2024 decision that voided the 2018 package over alleged board conflicts and inadequate shareholder disclosures. The high court acknowledged varying views on liability but agreed rescission was excessive, stating it “leaves Musk uncompensated for his time and efforts over a period of six years.”
The 2018 plan granted Musk options on about 304 million shares upon hitting aggressive milestones, all of which were achieved ahead of time. Shareholders overwhelmingly approved it initially in 2018 and ratified it once again in 2024 after the Delaware lower court struck it down. The case against Musk’s 2018 pay package was filed by plaintiff Richard Tornetta, who held just nine shares when the compensation plan was approved.
A hard-fought victory
As noted in a Reuters report, Tesla’s win avoids a potential $26 billion earnings hit from replacing the award at current prices. Tesla, now Texas-incorporated, had hedged with interim plans, including a November 2025 shareholder-approved package potentially worth $878 billion tied to Robotaxi and Optimus goals and other extremely aggressive operational milestones.
The saga surrounding Elon Musk’s 2018 pay package ultimately damaged Delaware’s corporate appeal, prompting a number of high-profile firms, such as Dropbox, Roblox, Trade Desk, and Coinbase, to follow Tesla’s exodus out of the state. What added more fuel to the issue was the fact that Tornetta’s legal team, following the lower court’s 2024 decision, demanded a fee request of more than $5.1 billion worth of TSLA stock, which was equal to an hourly rate of over $200,000.
Delaware Supreme Court Elon Musk 2018 Pay Package by Simon Alvarez
News
Tesla Cybercab tests are going on overdrive with production-ready units
Tesla is ramping its real-world tests of the Cybercab, with multiple sightings of the vehicle being reported across social media this week.
Tesla is ramping its real-world tests of the Cybercab, with multiple sightings of the autonomous two-seater being reported across social media this week. Based on videos of the vehicle that have been shared online, it appears that Cybercab tests are underway across multiple states.
Recent Cybercab sightings
Reports of Cybercab tests have ramped this week, with a vehicle that looked like a production-ready prototype being spotted at Apple’s Visitor Center in California. The vehicle in this sighting was interesting as it was equipped with a steering wheel. The vehicle also featured some changes to the design of its brake lights.
The Cybercab was also filmed testing at the Fremont factory’s test track, which also seemed to involve a vehicle that looked production-ready. This also seemed to be the case for a Cybercab that was spotted in Austin, Texas, which happened to be undergoing real-world tests. Overall, these sightings suggest that Cybercab testing is fully underway, and the vehicle is really moving towards production.
Production design all but finalized?
Recently, a near-production-ready Cybercab was showcased at Tesla’s Santana Row showroom in San Jose. The vehicle was equipped with frameless windows, dual windshield wipers, powered butterfly door struts, an extended front splitter, an updated lightbar, new wheel covers, and a license plate bracket. Interior updates include redesigned dash/door panels, refined seats with center cupholders, updated carpet, and what appeared to be improved legroom.
There seems to be a pretty good chance that the Cybercab’s design has been all but finalized, at least considering Elon Musk’s comments at the 2025 Annual Shareholder Meeting. During the event, Musk confirmed that the vehicle will enter production around April 2026, and its production targets will be quite ambitious.
News
Tesla gets a win in Sweden as union withdraws potentially “illegal” blockade
As per recent reports, the Vision union’s planned anti-Tesla action might have been illegal.
Swedish union Vision has withdrawn its sympathy blockade against Tesla’s planned service center and showroom in Kalmar. As per recent reports, the Vision union’s planned anti-Tesla action might have been illegal.
Vision’s decision to pull the blockade
Vision announced the blockade in early December, stating that it was targeting the administrative handling of Tesla’s facility permits in Kalmar municipality. The sympathy measure was expected to start Monday, but was formally withdrawn via documents sent to the Mediation Institute and Kalmar Municipality last week.
As noted in a Daggers Arbete report, plans for the strike were ultimately pulled after employer group SKR highlighted potential illegality under the Public Employment Act. Vision stressed its continued backing for the Swedish labor model, though Deputy negotiation manager Oskar Pettersson explained that the Vision union and IF Metall made the decision to cancel the planned strike together.
“We will not continue to challenge the regulations,” Petterson said. “The objection was of a technical nature. We made the assessment together with IF Metall that we were not in a position to challenge the legal assessment of whether we could take this particular action against Tesla. Therefore, we chose to revoke the notice itself.”
The SKR’s warning
Petterson also stated that SKR’s technical objection to the Vision union’s planned anti-Tesla strike framed the protest as an unauthorized act. “It was a legal assessment of the situation. Both for us and for IF Metall, it is important to be clear that we stand for the Swedish model. But we should not continue to challenge the regulations and risk getting judgments that lead nowhere in the application of the regulations,” he said.
Vision ultimately canceled its planned blockade against Tesla on December 9. With Vision’s withdrawal, few obstacles remain for Tesla’s long-planned Kalmar site. A foreign electrical firm completed work this fall, and Tesla’s Careers page currently lists a full-time service manager position based there, signaling an imminent opening.
Delaware Supreme Court reinstates Elon Musk’s 2018 Tesla CEO pay package
Tesla Cybercab tests are going on overdrive with production-ready units
