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Tesla investors to vote on Texas incorporation, ratification of Musk’s 2018 comp plan at 2024 annual meeting

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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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. 

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“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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

  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

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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

Ford CEO Farley says Tesla is not who to look at for EV expertise

Interestingly, Farley has been one of the most hellbent CEOs in terms of a legacy automaker standpoint to push the EV effort. It did not go according to plan, as Ford took a $19.5 billion charge and retreated from its EV push in late 2025.

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Ford CEO Jim Farley said in a recent podcast interview that Tesla is not who Americans should look at to beat Chinese carmakers.

The comments have sparked quite a bit of outrage from Tesla fans on X, the social media platform owned by Elon Musk.

Farley said that Chinese automakers are better examples of how to beat competitors. He said (via the Rapid Response Podcast):

“If you’re an American and you want us to beat the Chinese in the car business, you’re all going to want to pay attention, not necessarily to Tesla. Nothing against Tesla—they’ve been doing great—but they really don’t have an updated vehicle. The best in the business for us, cost-wise and competition-wise, supply chain, manufacturing expertise, and the I.P. in the vehicle, was really BYD. In this next cycle of EV customers in the U.S., they want pickups and utilities and all these different body styles. But they want them at $30,000, not $50,000. Like the first inning, they want them affordably.”

Despite Farley’s synopsis, it is worth mentioning that Tesla had the best-selling passenger vehicle in the world last year, and in China in March, as the Model Y continued its global dominance over other vehicles.

Musk responded to Farley’s comments by stating:

“This is before Supervised FSD is approved in China. Limiting factor is production output in Shanghai.”

Interestingly, Farley has been one of the most hellbent CEOs in terms of a legacy automaker standpoint to push the EV effort. It did not go according to plan, as Ford took a $19.5 billion charge and retreated from its EV push in late 2025.

Ford cancels all-electric F-150 Lightning, announces $19.5 billion in charges

Instead, Ford is “doubling down on its affordable” EVs and said it would pivot from its previous plans.

Reaction from Tesla fans was pretty much how you would expect. Many said they have lost a lot of respect for Farley after his comments; others believe he is the last CEO anyone should be taking advice on EVs from.

Nevertheless, Farley’s plans are bold and brash; many consider Tesla the most ideal company to replicate EV efforts from. It will be interesting to see if Ford can rebound from this big adjustment, and hopefully, Farley’s plans to replicate efforts from BYD work out the way he hopes.

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Elon Musk

SpaceX wins its first MARS contract but it comes with a catch

NASA awarded SpaceX a $175 million Mars rover contract while the White House proposes cutting the mission.

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NASA just signed a $175.7 million contract with SpaceX to launch a Mars rover that the White House is simultaneously trying to defund. The contract, awarded on April 16, 2026, tasks SpaceX’s Falcon Heavy with launching the European Space Agency’s (ESA) Rosalind Franklin rover from Kennedy Space Center in Florida, no earlier than late 2028. It would mark the first time SpaceX has ever sent a payload to Mars.

Under NASA’s Rosalind Franklin Support and Augmentation project, known as ROSA, the agency is providing braking engines for the rover’s descent stage, radioisotope heater units that use decaying plutonium to keep the rover warm on the Martian surface, additional electronics, and a mass spectrometer instrument, as noted by SpaceNews.

Those nuclear heating units are the reason an American rocket was required at all. U.S. export controls on radioisotope technology mean any payload carrying them must launch on a domestic vehicle, which narrowed the field to SpaceX and United Launch Alliance. Falcon Heavy’s pricing made it the practical choice.

SpaceX is quietly becoming the U.S. Military’s only reliable rocket

Falcon Heavy debuted in February 2018 and has 11 launches to its record. The rocket has not flown since October 2024, when it sent NASA’s Europa Clipper toward Jupiter. The three-core design, built from modified Falcon 9 first stages, gives it the lift capacity needed for deep space planetary missions that a single Falcon 9 cannot reach.

The Rosalind Franklin rover has been sitting in storage in Europe for years. It was originally due to launch in 2022 as a joint mission with Russia, but Russia’s invasion of Ukraine ended that partnership, leaving the rover built but stranded without a launch vehicle or landing hardware. NASA stepped back in through a 2024 agreement with ESA to rescue the mission. The rover is designed to drill up to two meters below the Martian surface in search of evidence of past life, a science objective no previous mission has attempted at that depth.

The contradiction at the center of this story is hard to ignore. The White House’s fiscal year 2027 budget proposal included no funding for ROSA and did not mention the mission at all in the detailed congressional justification document released April 3.

Musk has long argued that reaching Mars is not optional. “We don’t want to be one of those single planet species, we want to be a multi-planet species.” Whether this particular mission survives Washington’s budget fight, the Falcon Heavy contract means SpaceX is now formally on record as the rocket that could get humanity’s next Mars science mission off the ground.

The timing of this contract carries extra weight given that SpaceX filed confidentially with the SEC in early April and is targeting an IPO roadshow in the week of June 8. It would be the largest public offering in history.

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Elon Musk

Tesla Q1 Earnings: What Elon Musk and Co. will answer during the call

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Credit: Tesla

Tesla (NASDAQ: TSLA) is set to hold its Earnings Call for the first quarter of 2026 on Wednesday, and there are a lot of interesting things that are swirling around in terms of speculation from investors.

With the company’s executives, including CEO Elon Musk, answering a handful of questions that investors submit through the Say platform, fans want to know a lot of things about a lot of things.

These five questions come from Retail Investors, who are normal, everyday shareholders:

  1. When will we have the Optimus v3 reveal? When will Optimus production start, since we ended the Model S and Model X production earlier than mid-year? What’s the expected Optimus production rate exiting this year? What are the initial targeted skills?
  2. What milestones are you targeting for unsupervised FSD and Robotaxi expansion beyond Austin this year, and how will that drive recurring revenue?
  3. How will Hardware 3 cars reach Unsupervised Full Self-Driving?
  4. When do you expect Unsupervised Full Self-Driving to reach customer cars?
  5. When will Robotaxi expand past its current limited rollout?

Additionally, these are currently the three questions that are slated to be answered by Institutional Firms, which also answer a handful of questions during the call:

  1. Now that FSD has been approved in the Netherlands and is expected to launch across Europe this summer, can you discuss your Robotaxi strategy for the region?
  2. What enabled you to finish the AI5 tapeout early and were there any changes to the original vision? Last week, Elon said AI5 will go into Optimus and the Supercomputer, but one month ago said it would go into the Robotaxi. Has AI5 been dropped from the vehicle roadmap?
  3. Given the recent NHTSA incident filings, can you update us on the Robotaxi safety data? If safety validation remains the primary bottleneck, why not deploy thousands of vehicles to accelerate the removal of the safety driver?

The questions range through every current Tesla project, including FSD expansion and Optimus. However, many of the answers we will get will likely be repetitive answers we’ve heard in the past.

This is especially pertinent when the questions about when Unsupervised FSD will reach customer cars: we know Musk will say that it will happen this year. Is Tesla capable of that? Maybe. But a more transparent answer that is more revealing of a true timeline would be appreciated.

Hardware 3 owners are anxiously awaiting the arrival of FSD v14 Lite, which was promised to them last year for a release sometime this year.

The Earnings Call is set to take place on Wednesday at market close.

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