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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

Images and video of the Cybercab fleet were shared by longtime Giga Texas observer Joe Tegtmeyer in posts on social media platform X.

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Credit: Credit: @JoeTegtmeyer/X

Tesla appears to be assembling a growing number of Cybercabs at Gigafactory Texas as preparations continue for the vehicle’s mass production. Recent footage shared online has shown over 30 Cybercabs being transported by trucks or staged near testing areas at the facility.

The images and video were shared by longtime Giga Texas observer and drone operator Joe Tegtmeyer in posts on social media platform X.

Interestingly enough, Tegtmeyer noted that many of the Cybercabs being loaded onto transport trucks were still equipped with steering wheels. This suggests that the vehicles are likely testing units rather than the final driverless configuration expected for the company’s Robotaxi service.

The vehicles could potentially be headed to testing sites across the United States as Tesla prepares to expand its Robotaxi fleet.

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Additional footage captured at Gigafactory Texas also showed the Cybercab’s side and rear camera washer system operating as vehicles were being loaded onto transport trucks.

The growing number of Cybercabs at Giga Texas comes amidst the company’s announcement that the first production Cybercab has been produced at the facility. Full Cybercab production is expected to begin in April.

The vehicle is expected to play a central role in Tesla’s Robotaxi ambitions as the company looks to expand autonomous ride-hailing operations beyond its early deployments using Model Y vehicles.

Tesla has also linked Cybercab production to its proposed Unboxed manufacturing process, which assembles large vehicle modules separately before integrating them. The approach is intended to reduce production costs and accelerate output.

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Musk has also noted that the Cybercab’s ramp will likely begin slowly due to the number of new components and manufacturing steps involved. However, he stated that once the process matures, Cybercab production could scale quickly.

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Elon Musk’s xAI, creator of Grok and Grokipedia, celebrates its third birthday

xAI Memphis highlighted several of its milestones over the years in its celebratory post. 

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Credit: xAI

Elon Musk’s artificial intelligence startup xAI has marked its third anniversary. The update was shared in a post from the xAI Memphis account on social media platform X.

xAI Memphis highlighted several of its milestones over the years in its celebratory post

As per xAI, it has built three massive data centers in the city, launched a coherent cluster of 330,000 GBs, created over 3,000 jobs, and paid over $30 million in taxes to local communities.

xAI’s Memphis operation has become a key part of the company’s infrastructure as the company works to train and deploy its Grok artificial intelligence models. Elon Musk has been quite optimistic about Grok’s potential, noting in the past that the large language model might have a shot at achieving artificial general intelligence (AGI). 

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xAI’s Memphis’ crown jewel is its Colossus supercomputer cluster. The project was announced in 2024 and has since become the home of one of the world’s largest AI compute facilities. The first phase of Colossus reached its initial 100,000 GPU operational milestone in just 122 days, or just about four months.

Industry figures such as Nvidia CEO Jensen Huang have praised the facility, noting that projects of similar scale typically take two to four years to complete.

xAI has cited Memphis’ central location, skilled workforce, and industrial infrastructure as key reasons for selecting the city as the home of its AI training operations. The company has also emphasized plans to expand the site further as it scales compute capacity for Grok and future AI models.

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Tesla Sweden’s Megapack Supercharger near Arlanda continues to aggravate IF Metall union

The charging site, located in Arlandastad outside Stockholm, appears to be operating despite ongoing union blockade measures tied to Tesla’s labor dispute in the country.

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Credit: Tesla Charging/X

Tesla Sweden’s Megapack-powered Supercharger station near Arlanda Airport has continued to aggravate Swedish labor union IF Metall. The charging site, located in Arlandastad outside Stockholm, appears to be operating despite ongoing union blockade measures tied to Tesla’s labor dispute in the country.

Comments about the site were shared by IF Metall representatives in remarks to Swedish publication CarUp.

The Arlandastad location includes eight Tesla Superchargers powered by a Megapack battery system. Unlike traditional charging stations that rely on direct grid connections, the site uses a large battery installation to store electricity and power the chargers.

According to the Swedish publication, the setup allowed the station to come online despite sympathy measures from Sweden’s electricians’ union, which has attempted to prevent companies from cooperating with Tesla as part of the broader labor conflict.

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IF Metall press manager Jesper Pettersson indicated that the union was not aware that the Superchargers had already been connected and activated.

“We do not know the details around this. But it is further proof of how Tesla systematically finds loopholes to circumvent the sympathy measures through active strikebreaking. Every time this happens it gives us reason to sharpen our conflict measures,” Pettersson said.

Union representatives also noted that the Megapack appears to be charged using electrical cables routed through nearby terrain, though the exact power source remains under review.

The Megapack-powered site has then prompted questions from Swedish labor unions about how electricity is being supplied to the system.

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IF Metall has submitted a report to Sweden’s Energy Market Inspectorate asking the regulator to review whether the electricity supply arrangement complies with national regulations. The Megapack is reportedly charged using electricity from a local company, though the provider has not been publicly identified.

Peter Lydell, an ombudsman at IF Metall, previously stated that Swedish law limits electricity trading to companies with proper authorization.

“The legislation states that only companies that engage in electricity trading may supply electricity to other parties. You may not supply electricity without a permit, then you are engaging in illegal electricity trading. That is why we have reported this… 

“This is about a company that helps Tesla circumvent the conflict measures that exist. It is clear that it is troublesome and it can also have consequences,” Lydell said.

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IF Metall and Tesla Sweden’s conflict has been going on for over two years now. 

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