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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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

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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

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tesla supercharger
Credit: Tesla

Tesla has launched a new solution to a rare but relevant Supercharger problem with a new Virtual Waitlist, a remedy that will solve sequencing confusion when there is a line to charge at one of the company’s locations.

Teslarati reported on what we called the Virtual Queue last month. In rare occurrences, there were physical altercations at Superchargers when someone might have cut in line to charge. Tesla started to develop some sort of system that would resolve this issue, and now it is finally rolling it out.

Tesla launches solution to end Supercharger fights once and for all

It will start with a Pilot Program, and Tesla is calling it the ‘Waitlist.’

Announced on May 11 on the official TeslaCharging X account, the pilot program is currently active at sites in Los Gatos, Mountain View, and San Francisco in California, as well as San Jose, CA, and the Bronx, NY (East Gun Hill Road). Drivers are encouraged to share feedback directly through the Tesla app to refine the system before a potential broader rollout.

Tesla released the video above to showcase the feature, which automatically joins the waitlist when your vehicle has the Supercharger with the wait as the destination in the navigation. There is also a notification that lets you know your place in line.

In this specific example, the video shows that the wait is less than five minutes, and that there are two cars ahead of the one in the video:

Credit: Tesla

Having a wait at a Supercharger is relatively rare, but it does happen. It is even more frequent now that there are more EVs allowed to use the Supercharger Network. Those non-Tesla EVs can also join the queue, as Tesla added in its social media release of the pilot program that they can join the waitlist using the Tesla app.

The release of this program should help alleviate the rare risk of incidents at Superchargers. Tesla will expand this program as it sees fit, and it gathers valuable data and reviews from users.

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Investor's Corner

Tesla Optimus is already benefiting investors, top Wall Street firm says

Piper Sandler has updated its detailed valuation model for Tesla (NASDAQ: TSLA), concluding that at recent share prices around $400–$420, investors are essentially acquiring the company’s ambitious Optimus humanoid robot project at no extra cost.

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Credit: Tesla China

Tesla Optimus is already benefiting investors from a fiscal standpoint, at least that is what Alexander Potter at Piper Sandler, a top Wall Street firm covering the company, says.

Piper Sandler has updated its detailed valuation model for Tesla (NASDAQ: TSLA), concluding that at recent share prices around $400–$420, investors are essentially acquiring the company’s ambitious Optimus humanoid robot project at no extra cost.

Analyst Alexander Potter, in the firm’s latest “Definitive Guide to Investing in Tesla,” built a comprehensive framework covering 17 separate product lines.

This granular approach values Tesla’s core businesses—including electric vehicles, energy storage, Full Self-Driving (FSD) software, in-house insurance, Supercharging network, and a standalone robotaxi operation—at approximately $400 per share, without assigning any value to Optimus or related inference-as-a-service opportunities.

“At $400/share, we think investors can buy Optimus for ‘free,’” Potter stated in the note. Piper Sandler maintained its Overweight rating on Tesla shares and a $500 price target, which implicitly attributes roughly $100 per share to the robot-related businesses— a figure the analyst views as potentially conservative.

The updated model incorporates elements often overlooked by other sell-side analysts, such as detailed forecasts for Tesla’s insurance operations, Supercharger revenue, and a distinct valuation for the robotaxi business separate from FSD software licensing. It also accounts for Tesla’s 2025 CEO compensation plan for the first time.

Potter acknowledged that his estimates for 2026 and 2027 fall below Wall Street consensus, citing factors like declining deliveries from certain discontinued models and reduced regulatory credit income.

However, he expressed limited concern, noting that traditional vehicle delivery metrics are expected to matter less over time as FSD subscriber growth and robotaxi deployment metrics gain prominence. On Optimus specifically, Potter suggested the humanoid robot program, combined with inference services, “arguably will be worth more than Tesla’s other businesses combined,” though the firm has not yet produced formal long-term forecasts for these segments.

Elon Musk reveals shocking Tesla Optimus patent detail

Tesla shares have traded near the $400 range in recent sessions, reflecting ongoing investor focus on the company’s autonomous driving progress and expansion into robotics and AI. The Optimus project remains in early development stages, with Tesla aiming to deploy the robots initially for internal factory tasks before broader commercial applications.

This Piper Sandler analysis highlights the growing emphasis among some investors and analysts on Tesla’s long-term technology platform potential beyond its current automotive and energy businesses.

As with any forward-looking valuation, outcomes will depend on execution timelines, technological breakthroughs, regulatory approvals for autonomous systems, and market adoption of humanoid robotics—areas that carry significant uncertainty and execution risk.

The note underscores a common theme in Tesla coverage: differing views on how to quantify emerging high-growth opportunities like robotics within the company’s overall enterprise value. Investors are advised to consider their own risk tolerance and conduct thorough due diligence regarding these speculative elements.

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Tesla Giga Texas buzzing as new Cybertruck appears to enter production

Additionally, the Cybercab manufacturing ramp-up is continuing amidst Tesla’s busy May, which includes a handful of things from an automotive perspective.

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Credit: Joe Tegtmeyer | X

Tesla Giga Texas is buzzing with a lot of action, as it appears the new Cybertruck trim that was offered a few months back has entered production. Additionally, the Cybercab manufacturing ramp-up is continuing amidst Tesla’s busy May, which includes a handful of things from an automotive perspective.

Drone operator Joe Tegtmeyer captured striking footage over Giga Texas on the morning of May 11, 2026, revealing fresh batches of Cybertrucks that may mark the start of series production for the long-awaited $59,990 Dual Motor AWD variant.

Tesla launches new Cybertruck trim with more features than ever for a low price

The vehicles lined up in staging areas, and we got a great look at three of the units parked on the property:

Tegtmeyer notes the difficulty in visually distinguishing this base AWD model from higher-trim versions, unlike the earlier Long-Range RWD that lacked a motorized tonneau cover.

Tesla launched the $59,990 Dual Motor AWD Cybertruck in late February 2026 with a brief introductory pricing window that closed by month’s end.

Demand proved overwhelming.

Initial U.S. delivery estimates of June 2026 quickly slipped to September–October and, for newer orders, as far as April 2027.

The move underscores robust consumer interest in a more accessible all-wheel-drive Cybertruck priced under $60,000 before incentives—positioning it as a volume play for Tesla’s electric pickup lineup while premium AWD and Cyberbeast variants continue to be sold as usual.

Meanwhile, Cybercab production at the same Austin facility shows steady, if deliberate, progress. Tegtmeyer’s latest flyover documented dozens of glossy production-spec Cybercabs parked in the outbound lot—consistent with Tesla’s early statements that initial output would remain modest before scaling later in 2026.

The purpose-built robotaxi, unveiled in 2024 and lacking a steering wheel or pedals, rolled its first unit off the line in February. Volume manufacturing began in April, with early examples already undergoing autonomous testing around the factory grounds.

Elon Musk has repeatedly emphasized that Cybercab and Semi production will start slowly before ramping “exponentially” toward year-end. The presence of multiple finished units signals Tesla’s Unboxed manufacturing process is maturing, even as the company balances Cybertruck output with autonomy milestones.

Recent drone imagery also shows ongoing construction for Optimus and test-track expansions, highlighting Giga Texas’s evolving role as Tesla’s hub for next-generation vehicles.

For Cybertruck buyers, the potential ramp of the $59K AWD offers hope of shorter waits and broader market access. For autonomy enthusiasts, the growing fleet of Cybercabs hints at robotaxi service trials on the horizon.

While official confirmation from Tesla remains pending, Tegtmeyer’s footage provides the clearest public signal yet that both programs are advancing in parallel at Giga Texas.

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