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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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

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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

“…initial production is always very slow and follows an S-curve. The speed of production ramp is inversely proportionate to how many new parts and steps there are. For Cybercab and Optimus, almost everything is new, so the early production rate will be agonizingly slow, but eventually end up being insanely fast.”

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Credit: Tesla

Tesla CEO Elon Musk outlined expectations for Cybercab production as the vehicle is officially set to start rolling off manufacturing lines at the company’s Giga Texas factory in less than 100 days.

Cybercab is specifically designed and catered to Tesla’s self-driving platform and Robotaxi ride-hailing service. The company has been pushing hard to meet its self-set expectations for rolling out an effective self-driving suite, and with the Cybercab coming in under 100 days, it now needs to push for Unsupervised Self-Driving in the same time frame.

Tesla CEO Elon Musk confirms Robotaxi is set to go unsupervised

This is especially pertinent because the Cybercab is expected to be built without a steering wheel or pedals, and although some executives have said they would build the car with those things if it were necessary.

However, Musk has maintained that the Cybercab will not have either of those things: it will have two seats and a screen, and that’s it.

With production scheduled for less than 100 days, Musk broke down what people should expect from the initial manufacturing phases, being cautiously optimistic about what the early stages will likely entail:

“…initial production is always very slow and follows an S-curve. The speed of production ramp is inversely proportionate to how many new parts and steps there are. For Cybercab and Optimus, almost everything is new, so the early production rate will be agonizingly slow, but eventually end up being insanely fast.”

Musk knows better than most about the challenges of ramping up production of vehicles. With the Model 3, Musk routinely refers to it as “production hell.” The Cybertruck, because of its polarizing design and stainless steel exterior, also presented challenges to Tesla.

The Cybercab definitely presents an easier production process for Tesla, and the company plans to build millions of units per year.

Musk said back in October 2024:

“We’re aiming for at least 2 million units a year of Cybercab. That will be in more than one factory, but I think it’s at least 2 million units a year, maybe 4 million ultimately.”

When April comes, we will find out exactly how things will move forward with Cybercab production.

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Tesla reveals awesome Model 3 and Model Y incentive, but it’s ending soon

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Credit: Tesla Europe & Middle East/X

Tesla has revealed an awesome Model 3 and Model Y incentive to help consumers make the jump to one of its affordable mass-market vehicles, but it’s ending soon.

Tesla is offering one free upgrade on eligible inventory of the Model 3 and Model Y until February 2.

This would help buyers receive the most expensive paid option on the vehicle at no additional cost, meaning white interior or a more premium paint option will be free of charge if you take delivery on or before February 2.

Tesla states on its website for the offer:

“Only for limited inventory while supplies last. Price displayed on inventory listings already deducts the cost of the free option.”

This latest incentive is just another advantage Tesla has by selling its vehicles directly and not using some sort of dealership model that relies on approvals from higher-ups. It is important to note that these programs are offered to help stimulate demand and push vehicles into customers’ hands.

It is not the only incentive Tesla is currently offering, either. In fact, there is a much larger incentive program that Tesla is working on, and it has to do with Full Self-Driving transfers, which could result in even more sales for the company through Q1.

Tesla is ending its FSD Transfer program on March 31, as it plans to transition to a Subscription-only basis with the self-driving suite for anyone who has not already purchased it outright.

This could help drive some on-the-fence buyers to new vehicles, but it remains to be seen. Given the timing of the program’s demise, it appears Tesla is hoping to use it to add additional sales and bolster a strong Q1 2026.

Interior and exterior paint colors can add up to $2,000 if you choose the most premium Ultra Red body color, or an additional $1,000 for the Black and White interior option. The discount, while small, could help get someone their preferred design configuration, instead of settling for something that is not quite what they want.

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Tesla Full Self-Driving gets outrageous insurance offer with insanely cheap rates

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Credit: Ashok Elluswamy/X

Tesla Full Self-Driving is getting an outrageous insurance offer with insanely cheap rates that will slash the cost of coverage by 50 percent.

Lemonade, a digital insurance company, has launched its first-of-a-kind product known as Lemonade Autonomous Car Insurance, and it is starting with an exclusive offer to FSD. The new offer will cut rates for FSD-engaged driving by “approximately 50 percent,” highlighting the data that shows a significantly safer driving environment when the suite is activated and engaged.

The company also said it plans to introduce even cheaper rates as Tesla continues to release more advanced FSD versions through software updates. Tesla has been releasing new FSD versions every few weeks, highlighting vast improvements for those who have the latest AI4 chip.

The announcement comes just a few months afterLemonade Co-Founder and President Shai Wininger said that he wanted to insure FSD vehicles for “almost free.” He said that Tesla’s API complemented Lemonade’s AI-based platform because it provides “richer and more accurate driving behavior data than traditional UBI devices.”

Tesla Full Self-Driving gets an offer to be insured for ‘almost free’

In mid-December, Lemonade then offered Tesla owners in California, Oregon, and Arizona the opportunity to connect their vehicles directly to the company’s app, which would provide a direct connection and would require a separate telematics device, which is required with other insurance providers who offer rates based on driving behaviors.

This latest development between Lemonade and Tesla is something that Wininger believes will be different because of the advanced nature of FSD:

“Traditional insurers treat a Tesla like any other car, and AI like any other driver. But a car that sees 360 degrees, never gets drowsy, and reacts in milliseconds can’t be compared to a human.”

He went on to say that the existing pay-per-mile product has given the company something that no traditional insurer has been able to offer. This comes through Lemonade’s “unique tech stack designed to collect massive amounts of real driving data for precise, dynamic pricing.”

The reputation FSD has gathered over the past few years is really impressive. Wininger backed this with some more compliments:

“Teslas driven with FSD are involved in far fewer accidents. By connecting to the Tesla onboard computer, our models are able to ingest incredibly nuanced sensor data that lets us price our insurance with higher precision than ever before.”

The product will begin its official rollout in Arizona on January 26. Oregon will get it a month later.

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