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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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 Full Self-Driving v14.2.2.5 might be the most confusing release ever

With each Full Self-Driving release, I am realistic. I know some things are going to get better, and I know some things will regress slightly. However, these instances of improvements are relatively mild, as are the regressions. Yet, this version has shown me that it contains extremes of both.

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Credit: Tesla

Tesla Full Self-Driving v14.2.2.5 hit my car back on Valentine’s Day, February 14, and since I’ve had it, it has become, in my opinion, the most confusing release I’ve ever had.

With each Full Self-Driving release, I am realistic. I know some things are going to get better, and I know some things will regress slightly. However, these instances of improvements are relatively mild, as are the regressions. Yet, this version has shown me that it contains extremes of both.

It has been about three weeks of driving on v14.2.2.5; I’ve used it for nearly every mile traveled since it hit my car. I’ve taken short trips of 10 minutes or less, I’ve taken medium trips of an hour or less, and I’ve taken longer trips that are over 100 miles per leg and are over two hours of driving time one way.

These are my thoughts on it thus far:

Speed Profiles Are a Mixed Bag

Speed Profiles are something Tesla seems to tinker with quite frequently, and each version tends to show a drastic difference in how each one behaves compared to the previous version.

I do a vast majority of my FSD travel using Standard and Hurry modes, although in bad weather, I will scale it back to Chill, and when it’s a congested city on a weekend or during rush hour, I’ll throw it into Mad Max so it takes what it needs.

Early on, Speed Profiles really felt great. This is one of those really subjective parts of the FSD where someone might think one mode travels too quickly, whereas another person might see the identical performance as too slow or just right.

To me, I would like to see more consistency from release to release on them, but overall, things are pretty good. There are no real complaints on my end, as I had with previous releases.

In a past release, Mad Max traveled under the speed limit quite frequently, and I only had that experience because Hurry was acting the same way. I’ve had no instances of that with v14.2.2.5.

Strange Turn Signal Behavior

This is the first Full Self-Driving version where I’ve had so many weird things happen with the turn signals.

Two things come to mind: Using a turn signal on a sharp turn, and ignoring the navigation while putting the wrong turn signal on. I’ve encountered both things on v14.2.2.5.

On my way to the Supercharger, I take a road that has one semi-sharp right-hand turn with a driveway entrance right at the beginning of the turn.

Only recently, with the introduction of v14.2.2.5, have I had FSD put on the right turn signal when going around this turn. It’s obviously a minor issue, but it still happens, and it’s not standard practice:

When sharing this on X, I had Tesla fans (the ones who refuse to acknowledge that the company can make mistakes) tell me that it’s a “valid” behavior that would be taught to anyone who has been “professionally trained” to drive.

Apparently, if you complain about this turn signal, you are also claiming you know more than Tesla engineers…okay.

Nobody in their right mind has ever gone around a sharp turn when driving their car and put on a signal when continuing on the same road. You would put a left turn signal on to indicate you were turning into that driveway if that’s what your intention was.

Like I said, it’s a totally minor issue. However, it’s not really needed, and nor is it normal. If I were in the car with someone who was taking a simple turn on a road they were traveling, and they signaled because the turn was sharp, I’d be scratching my head.

I’ve also had three separate instances of the car completely ignoring the navigation and putting on a signal that is opposite to what the routing says. Really quite strange.

Parking Performance is Still Underwhelming

Parking has been a complaint of mine with FSD for a long time, so much so that it is pretty rare that I allow the vehicle to park itself. More often than not, it is because I want to pick a spot that is relatively isolated.

However, in the times I allow it to pull into a spot, it still does some pretty head-scratching things.

Recently, it tried to back into a spot that was ~60% covered in plowed snow. The snow was piled about six feet high in a Target parking lot.

Tesla ends Full Self-Driving purchase option in the U.S.

A few days later, it tried backing into a spot where someone failed the universal litmus test of returning their shopping cart. Both choices were baffling and required me to manually move the car to a different portion of the lot.

I used Autopark on both occasions, and it did a great job of getting into the spot. I notice that the parking performance when I manually choose the spot is much better than when the car does the entire parking process, meaning choosing the spot and parking in it.

It’s Doing Things (For Me) It’s Never Done Before

Two things that FSD has never done before, at least for me, are slow down in School Zones and avoid deer. The first is something I usually take over manually, and the second I surprisingly have not had to deal with yet.

I had my Tesla slow down at a school zone yesterday for the first time, traveling at 20 MPH and not 15 MPH as the sign suggested, but at the speed of other cars in the School Zone. This was impressive and the first time I experienced it.

I would like to see this more consistently, and I think School Zones should be one of those areas where, no matter what, FSD will only travel the speed limit.

Last night, FSD v14.2.2.5 recognized a deer in a roadside field and slowed down for it:

Navigation Still SUCKS

Navigation will be a complaint until Tesla proves it can fix it. For now, it’s just terrible.

It still has not figured out how to leave my neighborhood. I give it the opportunity to prove me wrong each time I leave my house, and it just can’t do it.

It always tries to go out of the primary entrance/exit of the neighborhood when the route needs to take me left, even though that exit is a right turn only. I always leave a voice prompt for Tesla about it.

It still picks incredibly baffling routes for simple navigation. It’s the one thing I still really want Tesla to fix.

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Investor's Corner

Tesla gets tip of the hat from major Wall Street firm on self-driving prowess

“Tesla is at the forefront of autonomous driving, supported by a camera-only approach that is technically harder but much cheaper than the multi-sensor systems widely used in the industry. This strategy should allow Tesla to scale more profitably compared to Robotaxi competitors, helped by a growing data engine from its existing fleet,” BoA wrote.

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Credit: Tesla

Tesla received a tip of the hat from major Wall Street firm Bank of America on Wednesday, as it reinitiated coverage on Tesla shares with a bullish stance that comes with a ‘Buy’ rating and a $460 price target.

In a new note that marks a sharp reversal from its neutral position earlier in 2025, the bank declared Tesla’s Full Self-Driving (FSD) technology the “leading consumer autonomy solution.”

Analysts highlighted Tesla’s camera-only architecture, known as Tesla Vision, as a strategic masterstroke. While technically more challenging than the multi-sensor setups favored by rivals, the vision-based approach is dramatically cheaper to produce and maintain.

This cost edge, combined with Tesla’s rapidly expanding real-world data engine, positions the company to scale robotaxis far more profitably than competitors, BofA argues in the new note:

“Tesla is at the forefront of autonomous driving, supported by a camera-only approach that is technically harder but much cheaper than the multi-sensor systems widely used in the industry. This strategy should allow Tesla to scale more profitably compared to Robotaxi competitors, helped by a growing data engine from its existing fleet.”

The bank now attributes roughly 52% of Tesla’s total valuation to its Robotaxi ambitions. It also flagged meaningful upside from the Optimus humanoid robot program and the fast-growing energy storage business, suggesting the auto segment’s recent headwinds, including expired incentives, are being eclipsed by these higher-margin opportunities.

Tesla’s own data underscores exactly why Wall Street is waking up to FSD’s potential. According to Tesla’s official safety reporting page, the FSD Supervised fleet has now surpassed 8.4 billion cumulative miles driven.

Tesla FSD (Supervised) fleet passes 8.4 billion cumulative miles

That total ballooned from just 6 million miles in 2021 to 80 million in 2022, 670 million in 2023, 2.25 billion in 2024, and a staggering 4.25 billion in 2025 alone. In the first 50 days of 2026, owners added another 1 billion miles — averaging more than 20 million miles per day.

This avalanche of real-world, camera-captured footage, much of it on complex city streets, gives Tesla an unmatched training dataset. Every mile feeds its neural networks, accelerating improvement cycles that lidar-dependent rivals simply cannot match at scale.

Tesla owners themselves will tell you the suite gets better with every release, bringing new features and improvements to its self-driving project.

The $460 target implies roughly 15 percent upside from recent trading levels around $400. While regulatory and safety hurdles remain, BofA’s endorsement signals growing institutional conviction that Tesla’s data advantage is not hype; it’s a tangible moat already delivering billions of miles of proof.

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Tesla to discuss expansion of Samsung AI6 production plans: report

Tesla has reportedly requested an additional 24,000 wafers per month, which would bring total production capacity to around 40,000 wafers if finalized.

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Tesla-Chips-HW3-1
Credit: Tom Cross

Tesla is reportedly discussing an expansion of its next-generation AI chip supply deal with Samsung Electronics. 

As per a report from Korean industry outlet The Elec, Tesla purchasing executives are reportedly scheduled to meet Samsung officials this week to negotiate additional production volume for the company’s upcoming AI6 chip.

Industry sources cited in the report stated that Tesla is pushing to increase the production volume of its AI6 chip, which will be manufactured using Samsung’s 2-nanometer process.

Tesla previously signed a long-term foundry agreement with Samsung covering AI6 production through December 31, 2033. The deal was reportedly valued at about 22.8 trillion won (roughly $16–17 billion).

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Under the existing agreement, Tesla secured approximately 16,000 wafers per month from the facility. The company has reportedly requested an additional 24,000 wafers per month, which would bring total production capacity to around 40,000 wafers if finalized.

Tesla purchasing executives are expected to discuss detailed supply terms during their visit to Samsung this week.

The AI6 chip is expected to support several Tesla technologies. Industry sources stated that the chip could be used for the company’s Full Self-Driving system, the Optimus humanoid robot, and Tesla’s internal AI data centers.

The report also indicated that AI6 clusters could replace the role previously planned for Tesla’s Dojo AI supercomputer. Instead of a single system, multiple AI6 chips would be combined into server-level clusters.

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Tesla’s semiconductor collaboration with Samsung dates back several years. Samsung participated in the design of Tesla’s HW3 (AI3) chip and manufactured it using a 14-nanometer process. The HW4 chip currently used in Tesla vehicles was also produced by Samsung using a 5-nanometer node.

Tesla previously planned to split production of its AI5 chip between Samsung and TSMC. However, the company reportedly chose Samsung as the primary partner for the newer AI6 chip.

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