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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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
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The Tesla Semi is entering a new Pilot Program with Paper Transport, LLC (PTI), a Wisconsin-based transportation provider. The company will test the Semi’s Long Range configuration through “dedicated operations within the Chicago market.”
Chicago presents an interesting challenge for the Semi, as it will be a colder-weather climate that will test the Semi’s ability to operate in lower temperatures and in potentially large accumulations of snow. This is something Tesla has been testing with the Semi in Alaska and even in Northern California during the colder months, but Chicago will present a truly tough midwestern winter.
Tesla Semi spotted on journey home after winter performance testing
PTI says it is using the Semi to evaluate its strategy of reducing transportation emissions while maintaining performance, reliability, and cost efficiency. These are major arguments for the Semi being introduced into new fleets.
CEO of PTI Tyler Ellison said:
“PTI has been a leader in sustainable transportation solutions for over 15 years. We take a consultative approach to helping customers identify and implement the right transportation solution for their network. Our partnership with Tesla expands our portfolio alongside renewable natural gas and intermodal, giving customers more ways to reduce Scope 3 emissions without compromising service or economics.”
PTI is far from the first company to adopt the Semi within a fleet, as Tesla entered strategic agreements with PepsiCo. and its subsidiary Frito-Lay for a Pilot Program that extended throughout the California region.
Tesla has let companies like those utilize the Semi to determine whether it would be suitable for their operations. Additionally, Tesla gets valuable information regarding the Semi’s performance, knowing what to improve and what is ideal for companies that will utilize the all-electric truck for regional and nationwide logistics.
PTI plans to utilize the Long Range configuration, which is priced at $290,000 and features a range of approximately 500 miles, a three-motor powertrain, up to 800 kW of drive power, and consumption of just 1.7 kWh per mile.
Tesla Semi pricing revealed after company uncovers trim levels
VP of Maintenance at PTI, Bryan Ellen, added:
“We are excited to partner with Tesla, leveraging their ever-evolving technology. We are bullish in our estimation of the parallels available between our dedicated model and the efficiency of their fully electric Class 8 tractor. We anticipate a growing synergy between our businesses as we work to facilitate this sustainable solution for our customers.”
PTI has logged more than 87 million miles using sources like compressed and renewable gas, but now is looking to take it a step further with fully electric operations.
Tesla revealed on Monday that it is building a new autonomous vehicle at Gigafactory Texas, its plant just outside of the City of Austin. This particular vehicle will be geared toward those who are in need of a wheelchair-accessible car that would require no human driver for operation.
According to a new report from Wired, Tesla’s Senior Policy Advisor, India Herdman, told members of the Washington D.C. City Council on Monday:
“We are in development for a purpose-built, wheelchair-accessible autonomous vehicle. We know that paratransit can be very difficult, and people who are confined to wheelchairs permanently should still be able to move around freely, so that is an active product being built by Tesla in Texas.”
This builds upon what CEO Elon Musk said last year on X, which confirmed the company was working on accessible rides within its Robotaxi platform, which currently is confined to the Model Y.
Absolutely
— Elon Musk (@elonmusk) September 19, 2025
Tesla is also developing the Cybercab, which started employee rides last week. However, this vehicle is not necessarily geared toward wheelchair accessibility.
That leaves a major gap in the autonomous ride-sharing program that Tesla is attempting to build; the company has been pretty clear that it does not want to complicate its manufacturing lines by bringing in a wide array of body styles.
However, it seems necessary to have something larger that could help transport people to appointments when they cannot drive. For wheelchair accessibility, the Robovan, which was unveiled at the “We, Robot” event in October 2024, seems to be the most ideal solution:
Herdman did not indicate whether she was referring to the Robovan or if Tesla is building yet another body style that is geared toward full autonomy but also caters to the handicapped.
Tesla might need to develop something specifically for the handicapped in order to align with the Americans with Disabilities Act, which prevents discrimination against people with disabilities in transportation services. Uber was hit with a lawsuit late last year for “refusing to reasonably modify its policies, practices, or procedures where necessary to avoid discriminating against riders with disabilities.”
Tesla would obviously like to avoid this.
It will be interesting to see what Tesla will do with this project, and whether it will introduce something new to the market or just continue with the Robovan.
Tesla weirdly confirmed that its steering wheel-less and pedal-less Cybercab vehicle is now in the process of giving employees rides, a huge milestone for the vehicle program.
But the entire thing was super strange. On Friday, Tesla released a video stating that there was “Cool news from Giga Texas” and that employees were now taking rides in Cybercabs that have no manual controls. The units seen on public roads are engineering vehicles that have manual controls inside, a necessity as Tesla moved through the testing phase.
However, Tesla removed the video and reposted it shortly after with a more vague title. It seems like the employee rides are still going, but the video was adjusted slightly. The initial upload showed employees doing things like watching movies and adjusting the climate, but these snippets were removed in the second upload.
Cool news from Giga Texas pic.twitter.com/gvbG456Tzw
— Tesla Robotaxi (@robotaxi) July 11, 2026
Both images below were uploaded with the first video, but were removed after Tesla re-uploaded the announcement. These are not available in the second upload
Credit: Tesla
Credit: Tesla
Nevertheless, the announcement from Tesla is that the Cybercab is operating with employees inside who can control the vehicle’s audio, video, climate, and destination settings through their smartphone app.
Tesla has already been testing Cybercab engineering units, but last month, it was able to self-certify for SAE Level 4, which would enable unsupervised self-driving in Texas. The company is moving toward that, and the plans have always been to launch Cybercab rides this year.
The Cybercab is potentially looked at as the next generation of Tesla’s mobility leg. For the past 15 years, the company has been known as somewhat of an automaker, among many other things. However, these passenger vehicles that Tesla has manufactured are now moving into a new realm, as they will eventually drive themselves with no supervision thanks to the Full Self-Driving suite.
The Cybercab is just the next step of that: a true vehicle developed for the sole purpose of ride-hailing. It has no human controls, it has only two seats, and it will get passengers from Point A to Point B with no awkward driver, no need for manual inputs, and with no stress.
Tesla is moving forward with other developments related to the Cybercab project as well. However, the big announcement will come when Tesla finally announces that it is launching Cybercab rides to the general public, something that it plans to launch either late this year or early 2027.
Tesla Semi enters new Pilot Program with interesting challenge
Tesla is building a wheelchair-accessible Robotaxi
