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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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 owner fixes common feature complaint with crafty DIY retrofit

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Credit: @mikegapinski

Tesla owners have long griped about the wireless phone charger in the Model Y and other vehicles. It often turns smartphones into miniature ovens rather than reliably topping them up.

Software engineer and Model Y owner Michał Gapiński tackled this issue head-on with a clever DIY upgrade, swapping the cooled wireless charger pad from the China-made Model YL in for the one that came standard in his vehicle.

There are several key differences between the U.S.-built Model Y’s wireless charging pad and the one that Tesla has been installing in the Model YL. The one installed in U.S.-built vehicles lacks active cooling and relies on basic heat dissipation, leading to rapid temperature buildup during charging. In contrast, the Model YL integrates a small fan for active cooling.

This design maintains lower temperatures even in warm ambient conditions, though it does not support faster Qi2 charging on iPhones. The connector matches exactly, making physical swaps feasible on compatible consoles, but coding is required to enable full functionality.

Owners in the U.S. have complained about the wireless charging pad, with many reporting that overheating is fairly common. Within 20 or 30 minutes of placing a phone on the wireless charging pad, many have reported overheating messages on their phones, which halt charging and essentially turn the pad into a fancy place to rest your phone.

Many owners have opted to simply plug their phones into a charging cord. Tesla has acknowledged the problem by releasing several solutions for owners, including a relatively new feature that allows you to simply turn off the charging and simply act as a holder for your phone while driving.

Gapiński said that he sourced the cooled pad affordably from China, and it cost under $200 for the part.

He removed the existing console charger, swapped in the new unit, confirming a perfect connector fit, and handled the trim differences. Since the parameter isn’t fully secured, he enabled it through custom coding outside official Toolbox.

The fan activates quietly, blending with AC and seat cooling. He reported the installation was effective and the wireless charging pad worked perfectly; it even kept the phone cool as it stayed at just 86 degrees Fahrenheit. Many times, the wireless charging pad will bring the phone’s temperature well above 100 degrees, sometimes even being relatively hot to the touch.

This retrofit highlighted an elegant, owner-driven solution to a factory shortcoming. It is expected that Tesla will begin installing the cooled charging pads into new cars in the U.S. soon, and hopefully, it will offer some sort of retrofit service or kit to owners here who want to use the charging pad effectively.

For those who love to tinker, it’s an accessible upgrade, proving that innovation thrives beyond the production line.

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Tesla exec says Roadster unveil is soon — for real this time

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(Credit: teslaindiafansclub/Instagram)

The Tesla Roadster unveiling could be coming “in a few weeks,” according to the company’s Chief Designer Franz von Holzhausen, who said at the Tesla Takeover Europe Event in Austria that the all-electric hypercar could finally make its way to the production line after years of anticipation.

Von Holzhausen delivered the news just days after The Information reported that Tesla planned to push the Roadster unveiling to August. It was slated for both April and May of this year, but now it seems the company is leaning toward a late Summer event to cap off the heat with perhaps its most anticipated vehicle of all-time.

Franz has been with Tesla since 2008, and has played a pivotal role in the iconic design language the company has utilized with its vehicles. Speaking to the crowd in Austria virtually, von Holzhausen’s comments injected fresh excitement into a project that has been plagued by delays for nine years.

The second-generation Roadster promises to redefine supercar standards. Tesla’s website still highlights ambitious targets: 0-60 mph in under 1.9 seconds (with optional SpaceX thruster pack potentially achieving 1.1 seconds or less), a top speed exceeding 250 mph, and a range of about 620 miles.

Equipped with a tri-motor all-wheel-drive setup delivering over 1,000 horsepower, the four-seater aims to blend blistering acceleration, everyday usability, and innovative features like cold gas thrusters for short-hop capabilities, technology that will combine the project with SpaceX.

But years after the company promised to start production, which was slated for 2020, the timeline for the Roadster has continued to shift.

Tesla has strung along those who have put $50,000 deposits down, as well as fans and enthusiasts of the company who have been long awaiting the company to bring forth a car truly designed for the human driver, and not autonomy. The Roadster is more than just a halo vehicle for Tesla; it showcases the company’s ability to push the boundaries while incorporating synergies from other Musk companies.

However, it has to make it to production, which is something Musk and Co. have pushed back repeatedly.

As Tesla navigates Robotaxi development and broader autonomy goals, the Roadster serves as a reminder of its performance roots. If von Holzhausen’s timeline holds, fans could witness this engineering marvel by late June or early July 2026. Whether a full unveiling, demo, or initial deliveries, it marks a milestone for electric supercars.

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Tesla Roadster unveiling gets pushed again, but new event details emerge

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Credit: Dan Burkland

Tesla has reportedly pushed the unveiling of the Roadster once again, but there are also evidently new details about the event that the company plans to show off.

The Information reported this morning that Tesla will now unveil, for the second time, the next-generation Roadster in August, a further delay from the multiple timeline that the company had previously stated.

The report has not been confirmed or denied by Tesla at any capacity.

It also states the unveiling event will take place in Texas, the same place that Tesla executives revealed in May would be the place of manufacture for the company’s highly-anticipated supercar, which boasts a top speed of over 250 MPH and 650 miles of range, according to its website.

Tesla is also expected to showcase the SpaceX package, which will be used for faster acceleration and potentially hovering capabilities, at the unveiling event, the report states. Musk has always planned for this to happen, but now it seems it is more realistic than ever

The Roadster has had its unveiling date and manufacturing date pushed back on many occasions. It was set to start production in 2020, but the COVID-19 pandemic crippled supply chain operations, forcing Tesla to push its timeline back considerably.

However, COVID has been over for some time, and Tesla has still not managed to successfully schedule and execute an unveiling event, which is something fans and enthusiasts, as well as those who have put down a $50,000 deposit, have been waiting for.

The vehicle was close to completion last year, but Musk truly wanted Lars Moravy and Franz von Holzhausen to push the limits of the Roadster. In July of last year, Moravy said:

“Roadster is definitely in development. We did talk about it last Sunday night. We are gearing up for a super cool demo. It’s going to be mind-blowing; We showed Elon some cool demos last week of the tech we’ve been working on, and he got a little excited.”

It is important to note two things: Tesla has not confirmed these details, and the company has regularly pushed these dates back. Until Tesla sends out formal invitations with a concrete date, taking any unveiling event reports with a grain of salt is a good idea.

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