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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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
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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News
Tesla Giga Berlin is still ramping production to meet Model Y demand: plant manager
Tesla Gigafactory Berlin has expanded to two full shifts, as per the facility’s plant manager, and a lot of it is due to Model Y demand.
Tesla Gigafactory Berlin has expanded to two full shifts, as per the facility’s plant manager, and a lot of it is due to Model Y demand. While registrations in some countries such as Sweden have fallen sharply this year, the company’s sales in other key territories have been rising.
Giga Berlin shifts to two shifts
Giga Berlin factory manager André Thierig told the DPA that the facility has been running two shifts since September to manage a surge in global orders. And due to the tariff dispute with the United States, vehicles that are produced at Giga Berlin are now being exported to Canada.
“We deliver to well over 30 markets and definitely see a positive trend there,” Thierig said.
Despite Giga Berlin now having two shifts, the facility’s production still needs to ramp up more. This is partly due to the addition of the Tesla Model Y Performance and Standard, which are also being produced in the Grunheide-based factory. Interestingly enough, Giga Berlin still only produces the Model Y, unlike other factories like Gigafactory Texas, the Fremont Factory, and Gigafactory Shanghai, which produce more than one type of vehicle.
Norway’s momentum
Norway, facing an imminent tax increase on cars, has seen a historic spike in Tesla purchases as buyers rush to secure deliveries before the change takes effect, as noted in a CarUp report. As per recent reports, Tesla has broken Norway’s all-time annual sales record this month, beating Volkswagen’s record that has stood since 2016.
-->What is rather remarkable is the fact that Tesla was able to achieve so much in Norway with one hand practically tied behind its back. This is because the company’s biggest sales draw, FSD, remains unavailable in the country. Fortunately, Tesla is currently hard at work attempting to get FSD approved for Europe, a notable milestone that should spur even more vehicle sales in the region.
Tesla is launching a crazy Full Self-Driving free trial, which will enable owners who have not purchased the suite outright to try it for 30 days.
There are a handful of stipulations that will be needed in order for you to qualify for the free trial, which was announced on Thursday night.
Tesla said the trial is for v14, the company’s latest version of the Full Self-Driving suite, and will be available to new and existing Model S, Model 3, Model X, Model Y, and Cybertruck owners, who will have the opportunity to try the latest features, including Speed Profiles, Arrival Options, and other new upgrades.
🚨 Tesla is launching a free 30-day trial of Full Self-Driving in North America for owners.
It includes every model, but you need v14.2 or later, and you cannot have already purchased the suite outright. https://t.co/8CNmxxOkVl
— TESLARATI (@Teslarati) November 27, 2025
You must own one of the five Tesla models, have Full Self-Driving v14.2 or later, and have an eligible vehicle in the United States, Puerto Rico, Mexico, or Canada.
The company said it is a non-transferable trial, which is not redeemable for cash. Tesla is reaching out to owners via email to give them the opportunity to enable the Full Self-Driving trial.
Those who are subscribed to the monthly Full Self-Driving program are eligible, so they will essentially get a free month of the suite.
Once it is installed, the trial will begin, and the 30-day countdown will begin.
Tesla is making a major push to increase its Full Self-Driving take rate, as it revealed that about 12 percent of owners are users of the program during its recent earnings call.
Tesla CFO Vaibhav Taneja said during the call:
“We feel that as people experience the supervised FSD at scale, demand for our vehicles, like Elon said, would increase significantly. On the FSD adoption front, we’ve continued to see decent progress. However, note that the total paid FSD customer base is still small, around 12% of our current fleet.”
Earlier today, we reported on Tesla also launching a small-scale advertising campaign on X for the Full Self-Driving suite, hoping to increase adoption.
Tesla Full Self-Driving warrants huge switch-up on essential company strategy
It appears most people are pretty content with the subscription program. It costs just $99 a month, in comparison to the $8,000 fee it is for the outright purchase.
Tesla Full Self-Driving has warranted a huge switch-up on an essential company strategy as the automaker is hoping to increase the take rate of the ADAS suite.
Unlike other automotive companies, Tesla has long been an outlier, as it has famously ditched a traditional advertising strategy in favor of organic buzz, natural word-of-mouth through its production innovation, and utilizing CEO Elon Musk’s huge social media presence to push its products.
Tesla has taken the money that it would normally spend on advertising and utilized it for R&D purposes. For a long time, it yielded great results, and ironically, Tesla saw benefits from other EV makers running ads.
Tesla counters jab at lack of advertising with perfect response
However, in recent years, Tesla has decided to adjust this strategy, showing a need to expand beyond its core enthusiast base, which is large, but does not span over millions and millions as it would need to fend off global EV competitors, which have become more well-rounded and a better threat to the company.
In 2024 and 2025, Tesla started utilizing ads to spread knowledge about its products. This is continuing, as Full Self-Driving ads are now being spotted on social media platforms, most notably, X, which is owned by Musk:
NEWS: Tesla is running paid advertisements on X about FSD (Supervised). Here’s an ad they started running yesterday: pic.twitter.com/IHVywLMyTd
— Sawyer Merritt (@SawyerMerritt) November 25, 2025
Interestingly, Tesla’s strategy on FSD advertising is present in Musk’s new compensation package, as the eleventh tranche describes a goal of achieving 10 million active paid FSD subscriptions.
Full Self-Driving is truly Tesla’s primary focus moving forward, although it could be argued that it also has a special type of dedication toward its Optimus robot project. However, FSD will ultimately become the basis for the Robotaxi, which will enable autonomous ride-sharing across the globe as it is permitted in more locations.
Tesla has been adjusting its advertising strategy over the past couple of years, and it seems it is focused on more ways to spread awareness about its products. It will be interesting to see if the company will expand its spending even further, as it has yet to put on a commercial during live television.
We wouldn’t put it out of the question, at least not yet.
Tesla Giga Berlin is still ramping production to meet Model Y demand: plant manager
Tesla launches crazy Full Self-Driving free trial: here’s how you can get it
