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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Elon Musk’s X goes down as users report major outage Friday morning

Error messages and stalled loading screens quickly spread across the service, while outage trackers recorded a sharp spike in user reports.

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Credit: Linda Yaccarino/X

Elon Musk’s X experienced an outage Friday morning, leaving large numbers of users unable to access the social media platform.

Error messages and stalled loading screens quickly spread across the service, while outage trackers recorded a sharp spike in user reports.

Downdetector reports

Users attempting to open X were met with messages such as “Something went wrong. Try reloading,” often followed by an endless spinning icon that prevented access, according to a report from Variety. Downdetector data showed that reports of problems surged rapidly throughout the morning.

As of 10:52 a.m. ET, more than 100,000 users had reported issues with X. The data indicated that 56% of complaints were tied to the mobile app, while 33% were related to the website and roughly 10% cited server connection problems. The disruption appeared to begin around 10:10 a.m. ET, briefly eased around 10:35 a.m., and then returned minutes later.

Credit: Downdetector

Previous disruptions

Friday’s outage was not an isolated incident. X has experienced multiple high-profile service interruptions over the past two years. In November, tens of thousands of users reported widespread errors, including “Internal server error / Error code 500” messages. Cloudflare-related error messages were also reported.

In March 2025, the platform endured several brief outages spanning roughly 45 minutes, with more than 21,000 reports in the U.S. and 10,800 in the U.K., according to Downdetector. Earlier disruptions included an outage in August 2024 and impairments to key platform features in July 2023.

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Tesla wins top loyalty and conquest honors in S&P Global Mobility 2025 awards

The electric vehicle maker secured this year’s “Overall Loyalty to Make,” “Highest Conquest Percentage,” and “Ethnic Loyalty to Make” awards.

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Credit: Tesla Malaysia/X

Tesla emerged as one of the standout winners in the 2025 S&P Global Mobility Automotive Loyalty Awards, capturing top honors for customer retention and market conquest.

The electric vehicle maker secured this year’s “Overall Loyalty to Make,” “Highest Conquest Percentage,” and “Ethnic Loyalty to Make” awards.

Tesla claims loyalty crown

According to S&P Global Mobility, Tesla secured its 2025 “Overall Loyalty to Make” award following a late-year shift in consumer buying patterns. This marked the fourth consecutive year Tesla has received the honor. S&P Global Mobility’s annual analysis reviewed 13.6 million new retail vehicle registrations in the U.S. from October 2024 through September 2025, as noted in a press release.

In addition to overall loyalty, Tesla also earned the “Highest Conquest Percentage” award for the sixth consecutive year, highlighting the company’s continued ability to attract customers away from competing brands. This achievement is particularly notable given Tesla’s relatively small vehicle lineup, which is largely dominated by just two models: the Model 3 and Model Y.

Ethnic market strength and conquest

Tesla also captured top honors for “Ethnic Market Loyalty to Make,” a category that highlighted especially strong retention among Asian and Hispanic households. According to the analysis, Tesla achieved loyalty rates of 63.6% among Asian households and 61.9% among Hispanic households. These figures exceeded national averages.

S&P Global Mobility executives noted that loyalty margins across categories were exceptionally narrow in 2025, underscoring the significance of Tesla’s wins in an increasingly competitive market. Joe LaFeir, President of Mobility Business Solutions at S&P Global Mobility, shared his perspective on this year’s results.

“For 30 years, this analysis has provided a fact-based measure of brand health, and this year’s results are particularly telling. The data shows the market is not rewarding just one type of strategy. Instead, we see sustained, high-level performance from manufacturers with broad portfolios. In the current market, retaining customers remains a critical performance indicator for the industry,” LaFeir said.

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Elon Musk’s lawsuit against OpenAI and Microsoft is heading to jury trial

The ruling keeps alive claims that OpenAI misled the Tesla CEO about its charitable purpose while accepting billions of dollars in funding.

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Gage Skidmore, CC BY-SA 4.0 , via Wikimedia Commons

OpenAI Inc. and Microsoft will face a jury trial this spring after a federal judge rejected their efforts to dismiss Elon Musk’s lawsuit, which accuses the artificial intelligence startup of abandoning its original nonprofit mission. The ruling keeps alive claims that OpenAI misled the Tesla CEO about its charitable purpose while accepting billions of dollars in funding.

As noted in a report from Bloomberg News, a federal judge in Oakland, California, ruled that OpenAI Inc. and Microsoft failed to show that Musk’s claims should be dismissed. U.S. District Judge Yvonne Gonzalez Rogers stated that while the evidence remains unclear, Musk has maintained that OpenAI “had a specific charitable purpose and that he attached two fundamental terms to it: that OpenAI be open source and that it would remain a nonprofit — purposes consistent with OpenAI’s charter and mission.”

Judge Gonzalez Rogers also rejected an argument by OpenAI suggesting that Musk’s use of an intermediary to donate $38 million in seed money to the company stripped him of legal standing. “Holding otherwise would significantly reduce the enforcement of a large swath of charitable trusts, contrary to the modern trend,” Judge Gonzalez Rogers wrote.

The judge also declined to dismiss Musk’s fraud allegations, citing internal OpenAI communications from 2017 involving co-founder Greg Brockman. In an email cited by the judge, fellow OpenAI board member Shivon Zilis informed Musk that Brockman would “like to continue with the non-profit structure.”

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Just two months later, however, Brockman wrote in a private note that he “cannot say that we are committed to the non-profit. don’t want to say that we’re committed. if three months later we’re doing b-corp then it was a lie.”

Marc Toberoff, a member of Musk’s legal team, said Judge Gonzalez Rogers’s ruling confirms that “there is substantial evidence that OpenAI’s leadership made knowingly false assurances to Mr. Musk about its charitable mission that they never honored in favor of their personal self-enrichment.”

OpenAI, for its part, maintained that Musk’s legal efforts are baseless. In a statement, the AI startup said it is looking forward to the upcoming trial. “Mr. Musk’s lawsuit continues to be baseless and a part of his ongoing pattern of harassment, and we look forward to demonstrating this at trial. We remain focused on empowering the OpenAI Foundation, which is already one of the best-resourced nonprofits ever,” OpenAI stated.

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