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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Tesla Semi is already winning over truck drivers

The consensus among participants is clear: the Semi feels quieter, quicker, and far less physically demanding than diesel rigs while delivering three times the power and dramatically lower operating costs.

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Credit: Tesla

Tesla’s all-electric Semi is proving more than just a flashy concept as it is winning converts among the professionals who know trucks best.

As fleets roll out Pilot Programs for Tesla across North America, drivers are raving about the Class 8 electric truck’s unique features, including a centered driver’s seat, massive touchscreen visibility, instant torque, and absence of gear-shifting fatigue.

These features are transforming long days behind the wheel into noticeably easier, less stressful shifts.

Tesla Semi pricing revealed after company uncovers trim levels

In a recent Wall Street Journal profile of early pilots, Dakota Shearer of IMC Logistics described backing out of a tight spot he had mistakenly entered:

“I backed right out of there, no problem. It’s like I’d never done it in the first place. That right there showed me that the technology the Tesla has makes a big difference.”
His colleague Angel Rodriguez of Hight Logistics, who switched from a 13-speed diesel, agreed:

“It’s just easier on your body. It’s less stressful because you’re not really having to engage the clutch and the stick shift.”
Veteran drivers in other tests echo the same enthusiasm. Tom Sterba, a Senior Driver at Saia, spent days testing the Semi and came away impressed with the navigation and overall feel:

“The navigation systems in these trucks are just unbelievable. That’s what I love about it.”
Sterba summed up the experience with a line that has since gone viral among trucking circles:

“I hope I retire in this truck.”
Pilot programs with ArcBest, thyssenkrupp Supply Chain Services, and Mone Transport delivered similar feedback. Drivers consistently praised the center-seat layout for eliminating blind spots, the smooth acceleration, and the overall comfort and safety.

Real-world data backed the hype, as ArcBest logged thousands of miles at efficient consumption rates, even over the challenging routes, like Donner Pass, while other fleets beat Tesla’s own efficiency targets.

The consensus among participants is clear: the Semi feels quieter, quicker, and far less physically demanding than diesel rigs while delivering three times the power and dramatically lower operating costs.

The latest chapter in the Semi’s story arrived just days ago on Jay Leno’s Garage, as Leno became the first outsider to drive the updated long-range production model, joined by Tesla Chief Designer Franz von Holzhausen, and Semi Program Director Dan Priestley.

Tesla reveals various improvements to the Semi in new piece with Jay Leno

The episode revealed major upgrades heading to volume production this year: the truck sheds roughly 1,000 pounds, adopts a 48-volt architecture, switches to fully electric steering with Cybertruck-derived actuators, and uses 4680 battery cells engineered for an over-one-million-mile lifespan.

Aerodynamics improved, enabling a 500-mile range on the long-haul version, and about 325 miles on the shorter-wheelbase standard-range model. Megachargers can now deliver up to 1.2 megawatts, adding roughly 300 miles in about 30 minutes.

Leno hauled heavy loads and marveled at the turning radius and effortless power delivery. “I don’t feel like I’m pulling anything,” he said during the episode.

With hundreds of Semis already accumulating over 13.5 million fleet miles and high uptime, the future of heavy-duty trucking looks electric. Drivers are giving raving reviews, and they’re ready to climb aboard the electric trucking industry for good.

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Investor's Corner

Tesla and SpaceX to merge in 2027, Wall Street analyst predicts

The move, Ives argues, is no longer a distant possibility but a logical next step, fueled by deepening operational ties, shared AI ambitions, and Elon Musk’s vision for dominating the next era of technology.

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Credit: Grok

Tesla and SpaceX are two of Elon Musk’s most popular and notable companies, but a new note from one Wall Street analyst claims the two companies will become one sometime next year, as 2027 could see the dawn of a new horizon.

In a bold new research note, Wedbush analyst Dan Ives has reaffirmed his long-standing prediction: Tesla and SpaceX will merge in 2027.

The move, Ives argues, is no longer a distant possibility but a logical next step, fueled by deepening operational ties, shared AI ambitions, and Elon Musk’s vision for dominating the next era of technology.

He writes:

“Still Expect Tesla and SpaceX to Merge in 2027. We continue to believe that SpaceX and Tesla will eventually merge into one company in 2027 with the groundwork already in place for both operations to become one organization. Tesla already owns a stake in SpaceX after the company’s $2 billion investment in xAI got converted to SpaceX shares following SpaceX’s acquisition of xAI earlier this year initially tying both of Musk’s ventures closer together but still represents <1% of SpaceX’s expected valuation. The recent announcement of a joint Terafab facility between SpaceX and Tesla further ties both operations together making it more feasible to merge operations given the now existing overlap being built out across the two with this the first step.”

The groundwork is already being laid. Earlier this year, SpaceX acquired xAI, converting Tesla’s $2 billion investment in the AI startup into a small equity stake, less than 1 percent, in SpaceX.

Regulatory filings cleared the transaction in March 2026, formally linking the two Musk-led companies financially for the first time. Then came the announcement of a joint TERAFAB facility in Austin, Texas: two advanced chip factories, one dedicated to Tesla’s AI needs for vehicles and Optimus robots, the other targeting space-based data centers.

Elon Musk launches TERAFAB: The $25B Tesla-SpaceXAI chip factory that will rewire the AI industry

Ives calls Terafab the “first step” toward full operational integration.

SpaceX’s impending IPO, expected as soon as mid-June 2026, will turbocharge these plans. The company aims to raise approximately $75 billion at a roughly $1.75 trillion valuation, far exceeding earlier estimates.

Proceeds will fund Starship rocket flights, a NASA-contracted lunar base, expanded Starlink services across maritime, aviation, and direct-to-mobile applications, and crucially, orbital AI infrastructure

A major driver is the exploding demand for AI compute. U.S. data centers are projected to consume 470 TWh of electricity by 2030, constrained by power grids and land.

SpaceX’s strategy, launching millions of solar-powered satellites to host data centers in orbit, bypasses Earth’s energy bottlenecks. Solar energy captured in space avoids atmospheric losses and day-night cycles, offering a scalable solution for AI training and inference.

The xAI acquisition ties directly into this vision, positioning the combined entity as a leader in extraterrestrial computing.

The merger would create a formidable conglomerate spanning electric vehicles, robotics, satellite communications, human spaceflight, and defense.

Ives highlights SpaceX’s role in the Trump administration’s “Golden Dome” missile defense shield, which would leverage Starlink satellites for tracking.

For Tesla, access to SpaceX’s launch cadence and orbital assets could accelerate autonomous driving, Robotaxi fleets, and Optimus deployment.

Musk, who has signaled his desire to own roughly 25 percent of Tesla to steer its AI future, views the combination as essential to overcoming fragmented regulatory scrutiny from the FTC and DOJ.

Challenges remain. Antitrust hurdles could delay or reshape the deal, and shareholder approvals on both sides would be required. Yet Ives remains bullish, maintaining an Outperform rating on Tesla with a $600 price target, implying substantial upside from current levels. The analyst sees the merger as the “holy grail” for consolidating Musk’s disruptive tech empire.

If realized, a 2027 Tesla-SpaceX union would not only reshape corporate boundaries but redefine humanity’s trajectory in AI and space exploration. It would mark the moment two pioneering companies become one unstoppable force, pushing the limits of what’s possible on Earth and beyond.

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Tesla ‘Killer’ heads to the graveyard as AFEELA taps out

SHM has officially discontinued development of its highly anticipated AFEELA electric vehicles. On March 25, the joint venture between Sony and Honda announced it would halt the AFEELA 1 luxury sedan and a planned SUV model.

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Credit: AFEELA/X

There have been many Tesla “Killers” over the years, all of which have either failed to dethrone the automaker from its dominance in the United States, or even make it to the market altogether.

The Sony Honda Mobility (SHM) project, known as AFEELA, is the latest to make it to the grave, as the company announced its intentions to abandon the project earlier this week, Bloomberg reported.

SHM has officially discontinued development of its highly anticipated AFEELA electric vehicles. On March 25, the joint venture between Sony and Honda announced it would halt the AFEELA 1 luxury sedan and a planned SUV model.

The decision follows Honda’s March 12 reassessment of its electrification strategy, which scrapped several upcoming EV programs amid slowing demand, high costs, and shifting market conditions.

SHM stated that it could no longer rely on key Honda technologies and manufacturing assets, leaving “no viable path forward.” Reservation fees for early buyers in California are being fully refunded, and the joint venture’s future is now under review.

Launched with fanfare in 2022, the AFEELA was positioned as a tech-forward premium EV blending Honda’s engineering reliability with Sony’s entertainment and AI expertise.

Prototypes featured advanced autonomous driving systems, immersive in-cabin displays, and even PlayStation integration, earning it early media labels as a potential “Tesla Killer.”

No more “Tesla Killers:” It’s becoming increasingly difficult to distinguish the “EV market” from the mainstream auto segment

Priced around $90,000, the sedan was slated for limited production at Honda’s Ohio plant with deliveries targeted for late 2026. Industry watchers saw it as a serious challenger to Tesla’s dominance in software, connectivity, and premium appeal.

Yet, like many ambitious EV projects, it fell victim to broader industry headwinds: softening consumer demand, persistent high interest rates, and intense competition from established players.

The AFEELA joins a long list of vehicles once hyped as “Tesla Killers” that failed to deliver. In the late 2010s, Fisker’s second act, the Ocean SUV, promised stylish design and solid-state battery tech but collapsed into bankruptcy in 2024 after production delays, quality issues, and financial shortfalls.

Faraday Future poured billions into the FF 91 luxury sedan, touting it as a hyper-tech rival with unmatched performance and features; the company delivered fewer than 100 vehicles before fading into obscurity.

Lordstown Motors’ Endurance electric pickup generated massive pre-order buzz and Wall Street excitement but imploded after exaggerated range claims, a factory sale, and eventual bankruptcy.

Even Lucid Motors’ Air sedan, frequently called a Tesla slayer for its superior range and luxury, has struggled with sluggish sales and missed growth targets despite strong reviews.

Lucid unveils Lunar Robotaxi in bid to challenge Tesla’s Cybercab in the autonomous ride hailing race

Rivian’s R1T and R1S trucks enjoyed similar early acclaim and a blockbuster IPO, yet production ramp-up challenges and profitability woes have prevented it from dethroning Tesla.

The AFEELA’s quiet demise underscores a harsh reality in the EV sector. While Tesla’s first-mover advantage in software, charging infrastructure, and brand loyalty remains formidable, legacy automakers and tech newcomers alike continue to underestimate the complexities of scaling affordable, desirable electric vehicles.

As market realities force tough choices, the graveyard of “Tesla Killers” grows longer, another reminder that innovation alone is rarely enough to topple an established leader.

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