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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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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Tesla’s new Full Self-Driving pricing strategy will eliminate one recurring complaint that many owners have had in the past: FSD transfers.
In the past, if a Tesla owner purchased the Full Self-Driving suite outright, the company did not allow them to transfer the purchase to a new vehicle, essentially requiring them to buy it all over again, which could obviously get pretty pricey.
This was until Q3 2023, when Tesla allowed a one-time amnesty to transfer Full Self-Driving to a new vehicle, and then again last year.
Tesla is now allowing it to happen again ahead of the February 14th deadline.
The program has given people the opportunity to upgrade to new vehicles with newer Hardware and AI versions, especially those with Hardware 3 who wish to transfer to AI4, without feeling the drastic cost impact of having to buy the $8,000 suite outright on several occasions.
Now, that issue will never be presented again.
Last night, Tesla CEO Elon Musk announced on X that the Full Self-Driving suite would only be available in a subscription platform, which is the other purchase option it currently offers for FSD use, priced at just $99 per month.
Tesla is shifting FSD to a subscription-only model, confirms Elon Musk
Having it available in a subscription-only platform boasts several advantages, including the potential for a tiered system that would potentially offer less expensive options, a pay-per-mile platform, and even coupling the program with other benefits, like Supercharging and vehicle protection programs.
While none of that is confirmed and is purely speculative, the one thing that does appear to be a major advantage is that this will completely eliminate any questions about transferring the Full Self-Driving suite to a new vehicle. This has been a particular point of contention for owners, and it is now completely eliminated, as everyone, apart from those who have purchased the suite on their current vehicle.
Now, everyone will pay month-to-month, and it could make things much easier for those who want to try the suite, justifying it from a financial perspective.
The important thing to note is that Tesla would benefit from a higher take rate, as more drivers using it would result in more data, which would help the company reach its recently-revealed 10 billion-mile threshold to reach an Unsupervised level. It does not cost Tesla anything to run FSD, only to develop it. If it could slice the price significantly, more people would buy it, and more data would be made available.
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Tesla Model 3 and Model Y dominates U.S. EV market in 2025
The figures were detailed in Kelley Blue Book’s Q4 2025 U.S. Electric Vehicle Sales Report.
Tesla’s Model 3 and Model Y continued to overwhelmingly dominate the United States’ electric vehicle market in 2025. New sales data showed that Tesla’s two mass market cars maintained a commanding segment share, with the Model 3 posting year-to-date growth and the Model Y remaining resilient despite factory shutdowns tied to its refresh.
The figures were detailed in Kelley Blue Book’s Q4 2025 U.S. Electric Vehicle Sales Report.
Model 3 and Model Y are still dominant
According to the report, Tesla delivered an estimated 192,440 Model 3 sedans in the United States in 2025, representing a 1.3% year-to-date increase compared to 2024. The Model 3 alone accounted for 15.9% of all U.S. EV sales, making it one of the highest-volume electric vehicles in the country.
The Model Y was even more dominant. U.S. deliveries of the all-electric crossover reached 357,528 units in 2025, a 4.0% year-to-date decline from the prior year. It should be noted, however, that the drop came during a year that included production shutdowns at Tesla’s Fremont Factory and Gigafactory Texas as the company transitioned to the new Model Y. Even with those disruptions, the Model Y captured an overwhelming 39.5% share of the market, far surpassing any single competitor.
Combined, the Model 3 and Model Y represented more than half of all EVs sold in the United States during 2025, highlighting Tesla’s iron grip on the country’s mass-market EV segment.
Tesla’s challenges in 2025
Tesla’s sustained performance came amid a year of elevated public and political controversy surrounding Elon Musk, whose political activities in the first half of the year ended up fueling a narrative that the CEO’s actions are damaging the automaker’s consumer appeal. However, U.S. sales data suggest that demand for Tesla’s core vehicles has remained remarkably resilient.
Based on Kelley Blue Book’s Q4 2025 U.S. Electric Vehicle Sales Report, Tesla’s most expensive offerings such as the Tesla Cybertruck, Model S, and Model X, all saw steep declines in 2025. This suggests that mainstream EV buyers might have had a price issue with Tesla’s more expensive offerings, not an Elon Musk issue.
Ultimately, despite broader EV market softness, with total U.S. EV sales slipping about 2% year-to-date, Tesla still accounted for 58.9% of all EV deliveries in 2025, according to the report. This means that out of every ten EVs sold in the United States in 2025, more than half of them were Teslas.
News
Tesla Model 3 and Model Y earn Euro NCAP Best in Class safety awards
“The company’s best-selling Model Y proved the gold standard for small SUVs,” Euro NCAP noted.
Tesla won dual categories in the Euro NCAP Best in Class awards, with the Model 3 being named the safest Large Family Car and the Model Y being recognized as the safest Small SUV.
The feat was highlighted by Tesla Europe & Middle East in a post on its official account on social media platform X.
Model 3 and Model Y lead their respective segments
As per a press release from the Euro NCAP, the organization’s Best in Class designation is based on a weighted assessment of four key areas: Adult Occupant, Child Occupant, Vulnerable Road User, and Safety Assist. Only vehicles that achieved a 5-star Euro NCAP rating and were evaluated with standard safety equipment are eligible for the award.
Euro NCAP noted that the updated Tesla Model 3 performed particularly well in Child Occupant protection, while its Safety Assist score reflected Tesla’s ongoing improvements to driver-assistance systems. The Model Y similarly stood out in Child Occupant protection and Safety Assist, reinforcing Tesla’s dual-category win.
“The company’s best-selling Model Y proved the gold standard for small SUVs,” Euro NCAP noted.
Euro NCAP leadership shares insights
Euro NCAP Secretary General Dr. Michiel van Ratingen said the organization’s Best in Class awards are designed to help consumers identify the safest vehicles over the past year.
Van Ratingen noted that 2025 was Euro NCAP’s busiest year to date, with more vehicles tested than ever before, amid a growing variety of electric cars and increasingly sophisticated safety systems. While the Mercedes-Benz CLA ultimately earned the title of Best Performer of 2025, he emphasized that Tesla finished only fractionally behind in the overall rankings.
“It was a close-run competition,” van Ratingen said. “Tesla was only fractionally behind, and new entrants like firefly and Leapmotor show how global competition continues to grow, which can only be a good thing for consumers who value safety as much as style, practicality, driving performance, and running costs from their next car.”
Tesla Full Self-Driving pricing strategy eliminates one recurring complaint
Tesla Model 3 and Model Y dominates U.S. EV market in 2025
