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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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

The move to bring FSD to this type of purchasing program comes after CEO Elon Musk noted in January that Tesla would move away from the outright purchase option.

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Credit: Tesla

Tesla is nearing the closure of its Full Self-Driving outright purchasing option, which will be removed on February 14, meaning Saturday will be the last time it can be bought as a non-subscription.

Tesla is aiming to move its Full Self-Driving suite to a subscription-only platform, a move that will enable people to only pay monthly for the semi-autonomous driving functionality.

The move to bring FSD to this type of purchasing program comes after CEO Elon Musk noted in January that Tesla would move away from the outright purchase option.

It is currently priced at $8,000 for the outright option to use Full Self-Driving, a substantial decrease compared to the $15,000 it was priced at one time. For the monthly subscription, it is just $99 per month, but that price will change, likely increasing as things get more advanced.

Tesla is overhauling its Full Self-Driving subscription for easier access

We say it will likely increase because there is no indication of how Tesla will price FSD. There has been some speculation that Tesla could utilize a tiered system to price FSD, which would potentially allow owners to pick and choose a set of features that would be most ideal for them.

This would potentially introduce an even more affordable option for FSD use, but this is unconfirmed. The reason many say this could be an option for Tesla is the fact that if the price goes up further, the take rate, which is currently around 12 percent at its most recent estimate, could be lower.

Musk needs 10 million active Full Self-Driving subscriptions to unlock one of the tranches of his newest compensation package.

The move to a subscription-only platform has its positives and negatives, and owners have been more than vocal about these since Musk confirmed the move.

Positives

  • Lower barrier to entry and higher potential adoption
  • Financially better for many users
  • Easier transfers and brand loyalty
  • Predictable recurring revenue for Tesla
  • Access to the latest features

Negatives

  • Higher long-term cost for loyal/long-term owners
  • No true “ownership” or permanence
  • Risk of future price hikes or even deactivation
  • Perceived as of less value
  • Impact on resale and used market

Overall, there is a split among the Tesla community in terms of what they see as the “right” way to handle this. Tesla is likely to shed more details on what its plans for the subscription-only platform will be, including pricing, in the coming weeks.

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Elon Musk’s Boring Company selected for Universal Orlando tunnel project

The underground transport tunnel is designed to address the persistent gridlock surrounding International Drive. 

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Credit: The Boring Company/X

Elon Musk’s The Boring Company has been selected for a proposed underground transit system connecting Universal Orlando Resort and the newly opened Universal Epic Universe. 

The underground transport tunnel is designed to address the persistent gridlock surrounding International Drive. 

As noted in a blooloop report, Universal’s Shingle Creek Transit and Utility Community Development District approved a resolution showing its intent to designate The Boring Company as the contractor for the project. 

The agreement covers the full scope of the project, from the tunnel’s design, construction, and maintenance. The project has also been described in public documents as a “point-to-point innovative transportation” initiative with a 25-year agreement.

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The proposed Boring Company tunnels would directly link Universal’s existing parks with Epic Universe, which sits roughly three miles away from Universal Orlando Resort. Today, buses are the only direct connection between the two destinations.

Project requirements were quite stringent. Bidders were required to demonstrate at least $75 million in bonding capacity, have a minimum of seven years of operational experience, and show prior delivery of a comparable project valued at $25 million or more within the past 15 years. The Boring Company, thanks in no small part to the Vegas Loop, meets these requirements.

The Orlando selection adds to The Boring Company’s growing portfolio of Loop-style systems. In Las Vegas, the Las Vegas Convention Center Loop has transported more than two million passengers in Tesla vehicles through underground tunnels since 2021. The greater Vegas Loop system is also under construction.

For now, residents in the area seem enthusiastic about the upcoming project. In a comment to Fox35, residents noted that the tunnels could improve traffic in the area. 

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“We are very congested at certain times and certain hours and that would certainly help with people not having to budget their time,” Mary Walters-Clark, a resident, stated. Another resident, Scott Heinz, echoed similar sentiments. “I think it would be a new opportunity to lessen traffic load and good for visitors as well,” he said.

The tunneling startup has started bringing its Loop projects to international locations. It recently signed a memorandum of understanding with Dubai’s Roads and Transport Authority to explore the development of a 17-kilometer underground Loop network beneath Dubai.

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Elon Musk tops Forbes’ list of America’s 250 greatest innovators

The ranking places Musk at the top of modern American innovation.

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

Elon Musk has been ranked No. 1 on Forbes’ inaugural list of America’s 250 Greatest Innovators. The ranking places Musk at the top of modern American innovation as the publication kicks off a series celebrating the nation’s 250th anniversary.

Forbes described innovation as “the grease in the economic engine” and the force that transforms industries and creates new ones. The publication highlighted that its honorees are not just inventors, but business leaders who successfully bring breakthroughs to market.

Musk, 54, was ranked No. 1 in this year’s list. Forbes noted that he is “the only person in history to have founded (or grown from nearly nothing) five companies, each with multibillion-dollar valuations, each in a different industry.” Those companies include Tesla, SpaceX, Neuralink, xAI, and The Boring Company.

Forbes’ methodology began with nearly 1,000 nominees submitted by its reporters. A panel of judges, including venture capitalist Jim Breyer, journalist Kara Swisher, and strategy expert Rita McGrath, ranked candidates based on creativity, breadth, engagement, disruption, and commercial impact. Artificial intelligence tools, including ChatGPT and Gemini, were also used to assess candidates before editors finalized the rankings.

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The publication noted that more than one-third of the list consists of women and people of color, reflecting shifts in innovation and entrepreneurship over time. All individuals listed are also American citizens, though many were born abroad, including Musk himself. Musk was born in Pretoria, South Africa.

Ranked No. 2 is Jeff Bezos, 61, who Forbes credited with upending America’s $7.4 trillion retail industry through Amazon before pioneering cloud computing with Amazon Web Services. The publication highlighted that Bezos now focuses on space exploration through Blue Origin and artificial intelligence manufacturing systems at Prometheus.

At No. 3 is Bill Gates, 70, who helped launch the personal computing revolution and built Microsoft into the dominant force in workplace software. Forbes also highlighted Gates’ reinvention at age 50 as a data-driven philanthropist, including his role in helping eradicate polio from India.

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