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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

The Model Y edged out competitors like the BYD Song Plus.

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Credit: Tesla China

The Tesla Model Y claimed its position as China’s best-selling SUV in May, with 24,770 units registered, according to insurance data from China EV DataTracker

The Model Y edged out competitors like the BYD Song Plus, which recorded 24,240 registrations, as well as Geely’s gasoline-powered Xingyue L, which took third place with 21,014 units registered, as noted in Car News China report.

Return To The Top

The Model Y’s return to the top of China’s SUV market follows a second-place finish in April, when it trailed the BYD Song Plus by just 684 units. Tesla China had 19,984 new Model Y registrations in April, while BYD had 20,668 registrations for the Song Plus. 

For the first five months of 2025, Tesla sold 126,643 Model Ys in China, outpacing the Song Plus at 110,551 units and BYD’s Song Pro at 80,245 units. This is quite impressive as the new Tesla Model Y is still a premium vehicle that is significantly more expensive than a good number of its competitors.

Year-Over-Year Challenges

Despite its SUV crown, Tesla’s year-over-year performance in China is still seeing headwinds. May sales totaled 38,588 units, a 30% year-over-year decline. From January to May, Tesla delivered 201,926 vehicles in China, a 7.8% drop year-over-year. These drops, however, are notably affected by the company’s changeover to the new Model Y in the first quarter.

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Exports from Tesla’s Shanghai Gigafactory also fell, with 90,949 vehicles being shipped from January to May 2025. This represents a decline of 33.4% year-over-year, though May exports rose 33% to 23,074 units.

China’s electric vehicle market, meanwhile, showed robust growth. Total NEV sales, which includes battery electric vehicles (BEVs) and plug-in hybrids (PHEVs), reached 1,021,000 units in May, up 28% year-over-year. BEV sales alone hit 607,000 units, a 22.4% increase.

Considering the fact that China’s BEV market is extremely competitive, the Tesla Model Y’s rise to the top of the country’s SUV rankings is extremely impressive.

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Waymo temporarily halts service in select San Francisco and LA areas amid protests

The suspensions came after several Waymo Jaguar I-Pace robotaxis were vandalized and set ablaze during the demonstrations.

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Credit: ABC7/YouTube

Waymo, Alphabet’s autonomous vehicle subsidiary, has suspended its driverless taxi operations in parts of Los Angeles and San Francisco amid violent protests linked to U.S. Immigration and Customs Enforcement (ICE) raids in the state. 

The suspensions came after several Waymo Jaguar I-Pace robotaxis were vandalized and set ablaze during the demonstrations.

Waymo Catches Strays Amid Anti-ICE Protests

Protests erupted in Los Angeles and San Francisco in response to the Trump administration’s immigration raids, which ultimately resulted in California Governor Gavin Newsom calling the White House’s deployment of National Guard troops unconstitutional. 

Amidst the protests, images and videos emerged showing several Waymo robotaxis being defaced and destroyed. At least five Waymo robotaxis ended up being caught in the crossfire, and at least one vehicle ended up being burned to the ground. 

The incident resulted in the Los Angeles Police Department advising people to avoid downtown areas due to toxic fumes from the robotaxis’ burning lithium-ion batteries. As noted in a KRON4 report, Waymo ultimately halted service in affected areas “out of an abundance of caution.”

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Robotaxi Sentiments

The cost of the attacks is notable. Each Waymo robotaxi is valued between $150,000 and $200,000, per a 2024 Wall Street Journal report. Interestingly enough, this is not the first time that Waymo’s robotaxis ended up on the receiving end of angry protesters. On February 24, a Jaguar I-PACE robotaxi was set ablaze and vandalized by a crowd in San Francisco. Videos taken at the time showed a mob of people attacking the vehicle. 

Despite the recent attacks on its robotaxis, Waymo has stated it has “no reason to believe” its vehicles were specifically targeted during the protests, as per a report from The Washington Post. A company spokesperson also noted that some of the Waymo robotaxis that were defaced and destroyed during the violent demonstrations had been completing drop-offs near the protest zones.

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Investor's Corner

xAI targets $5 billion debt offering to fuel company goals

Elon Musk’s xAI is targeting a $5B debt raise, led by Morgan Stanley, to scale its artificial intelligence efforts.

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(Credit: xAI)

xAI’s $5 billion debt offering, marketed by Morgan Stanley, underscores Elon Musk’s ambitious plans to expand the artificial intelligence venture. The xAI package comprises bonds and two loans, highlighting the company’s strategic push to fuel its artificial intelligence development.

Last week, Morgan Stanley began pitching a floating-rate term loan B at 97 cents on the dollar with a variable interest rate of 700 basis points over the SOFR benchmark, one source said. A second option offers a fixed-rate loan and bonds at 12%, with terms contingent on investor appetite. This “best efforts” transaction, where the debt size hinges on demand, reflects cautious lending in an uncertain economic climate.

According to Reuters sources, Morgan Stanley will not guarantee the issue volume or commit its own capital in the xAI deal, marking a shift from past commitments. The change in approach stems from lessons learned during Musk’s 2022 X acquisition when Morgan Stanley and six other banks held $13 billion in debt for over two years.

Morgan Stanley and the six other banks backing Musk’s X acquisition could only dispose of that debt earlier this year. They capitalized on X’s improved operating performance over the previous two quarters as traffic on the platform increased engagement around the U.S. presidential elections. This time, Morgan Stanley’s prudent strategy mitigates similar risks.

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Beyond debt, xAI is in talks to raise $20 billion in equity, potentially valuing the company between $120 billion and $200 billion, sources said. In April, Musk hinted at a significant valuation adjustment for xAI, stating he was looking to put a “proper value” on xAI during an investor call.

As xAI pursues this $5 billion debt offering, its financial strategy positions it to lead the AI revolution, blending innovation with market opportunity.

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