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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be able to vote to ratify Elon Musk’s 2018 compensation plan in the 2024 annual meeting of stockholders, which was rescinded by a Delaware court earlier this year.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ruling in Tornetta v. Musk (which can be found as Annex I to this Proxy Statement) struck down one of your votes and rescinded the pay package that an overwhelming majority of you voted to grant to our CEO, Elon Musk, in 2018.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 already has a complete Robotaxi model, and it doesn’t depend on passenger count

That scenario was discussed during the company’s Q4 and FY 2025 earnings call, when executives explained why the majority of Robotaxi rides will only involve one or two people.

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Credit: @AdanGuajardo/X

Tesla already has the pieces in place for a full Robotaxi service that works regardless of passenger count, even if the backbone of the program is a small autonomous two-seater. 

That scenario was discussed during the company’s Q4 and FY 2025 earnings call, when executives explained why the majority of Robotaxi rides will only involve one or two people.

Two-seat Cybercabs make perfect sense

During the Q&A portion of the call, Tesla Vice President of Vehicle Engineering Lars Moravy pointed out that more than 90% of vehicle miles traveled today involve two or fewer passengers. This, the executive noted, directly informed the design of the Cybercab. 

“Autonomy and Cybercab are going to change the global market size and mix quite significantly. I think that’s quite obvious. General transportation is going to be better served by autonomy as it will be safer and cheaper. Over 90% of vehicle miles traveled are with two or fewer passengers now. This is why we designed Cybercab that way,” Moravy said. 

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Elon Musk expanded on the point, emphasizing that there is no fallback for Tesla’s bet on the Cybercab’s autonomous design. He reiterated that the autonomous two seater’s production is expected to start in April and noted that, over time, Tesla expects to produce far more Cybercabs than all of its other vehicles combined.

“Just to add to what Lars said there. The point that Lars made, which is that 90% of miles driven are with one or two passengers or one or two occupants, essentially, is a very important one… So this is clearly, there’s no fallback mechanism here. It’s like this car either drives itself or it does not drive… We would expect over time to make far more CyberCabs than all of our other vehicles combined. Given that 90% of distance driven or distance being distance traveled exactly, no longer driving, is one or two people,” Musk said. 

Tesla’s robotaxi lineup is already here

The more interesting takeaway from the Q4 and FY 2025 earnings call is the fact that Tesla does not need the Cybercab to serve every possible passenger scenario, simply because the company already has a functional Robotaxi model that scales by vehicle type.

The Cybercab will handle the bulk of the Robotaxi network’s trips, but for groups that need three or four seats, the Model Y fills that role. For higher-end or larger-family use cases, the extended-wheelbase Model Y L could cover five or six occupants, provided that Elon Musk greenlights the vehicle for North America. And for even larger groups or commercial transport, Tesla has already unveiled the Robovan, which could seat over ten people.

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Rather than forcing one vehicle to satisfy every use case, Tesla’s approach mirrors how transportation works today. Different vehicles will be used for different needs, while unifying everything under a single autonomous software and fleet platform.

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Tesla Cybercab spotted with interesting charging solution, stimulating discussion

The port is located in the rear of the vehicle and features a manual door and latch for plug-in, and the video shows an employee connecting to a Tesla Supercharger.

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Credit: What's Inside | X

Tesla Cybercab units are being tested publicly on roads throughout various areas of the United States, and a recent sighting of the vehicle’s charging port has certainly stimulated some discussions throughout the community.

The Cybercab is geared toward being a fully-autonomous vehicle, void of a steering wheel or pedals, only operating with the use of the Full Self-Driving suite. Everything from the driving itself to the charging to the cleaning is intended to be operated autonomously.

But a recent sighting of the vehicle has incited some speculation as to whether the vehicle might have some manual features, which would make sense, but let’s take a look:

The port is located in the rear of the vehicle and features a manual door and latch for plug-in, and the video shows an employee connecting to a Tesla Supercharger.

Now, it is important to remember these are prototype vehicles, and not the final product. Additionally, Tesla has said it plans to introduce wireless induction charging in the future, but it is not currently available, so these units need to have some ability to charge.

However, there are some arguments for a charging system like this, especially as the operation of the Cybercab begins after production starts, which is scheduled for April.

Wireless for Operation, Wired for Downtime

It seems ideal to use induction charging when the Cybercab is in operation. As it is for most Tesla owners taking roadtrips, Supercharging stops are only a few minutes long for the most part.

The Cybercab would benefit from more frequent Supercharging stops in between rides while it is operating a ride-sharing program.

Tesla wireless charging patent revealed ahead of Robotaxi unveiling event

However, when the vehicle rolls back to its hub for cleaning and maintenance, standard charging, where it is plugged into a charger of some kind, seems more ideal.

In the 45-minutes that the car is being cleaned and is having maintenance, it could be fully charged and ready for another full shift of rides, grabbing a few miles of range with induction charging when it’s out and about.

Induction Charging Challenges

Induction charging is still something that presents many challenges for companies that use it for anything, including things as trivial as charging cell phones.

While it is convenient, a lot of the charge is lost during heat transfer, which is something that is common with wireless charging solutions. Even in Teslas, the wireless charging mat present in its vehicles has been a common complaint among owners, so much so that the company recently included a feature to turn them off.

Production Timing and Potential Challenges

With Tesla planning to begin Cybercab production in April, the real challenge with the induction charging is whether the company can develop an effective wireless apparatus in that short time frame.

It has been in development for several years, but solving the issue with heat and energy loss is something that is not an easy task.

In the short-term, Tesla could utilize this port for normal Supercharging operation on the Cybercab. Eventually, it could be phased out as induction charging proves to be a more effective and convenient option.

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Tesla confirms that it finally solved its 4680 battery’s dry cathode process

The suggests the company has finally resolved one of the most challenging aspects of its next-generation battery cells.

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tesla 4680
Image used with permission for Teslarati. (Credit: Tom Cross)

Tesla has confirmed that it is now producing both the anode and cathode of its 4680 battery cells using a dry-electrode process, marking a key breakthrough in a technology the company has been working to industrialize for years. 

The update, disclosed in Tesla’s Q4 and FY 2025 update letter, suggests the company has finally resolved one of the most challenging aspects of its next-generation battery cells.

Dry cathode 4680 cells

In its Q4 and FY 2025 update letter, Tesla stated that it is now producing 4680 cells whose anode and cathode were produced during the dry electrode process. The confirmation addresses long-standing questions around whether Tesla could bring its dry cathode process into sustained production.

The disclosure was highlighted on X by Bonne Eggleston, Tesla’s Vice President of 4680 batteries, who wrote that “both electrodes use our dry process.”

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Tesla first introduced the dry-electrode concept during its Battery Day presentation in 2020, pitching it as a way to simplify production, reduce factory footprint, lower costs, and improve energy density. While Tesla has been producing 4680 cells for some time, the company had previously relied on more conventional approaches for parts of the process, leading to questions about whether a full dry-electrode process could even be achieved.

4680 packs for Model Y

Tesla also revealed in its Q4 and FY 2025 Update Letter that it has begun producing battery packs for certain Model Y vehicles using its in-house 4680 cells. As per Tesla: 

“We have begun to produce battery packs for certain Model Ys with our 4680 cells, unlocking an additional vector of supply to help navigate increasingly complex supply chain challenges caused by trade barriers and tariff risks.”

The timing is notable. With Tesla preparing to wind down Model S and Model X production, the Model Y and Model 3 are expected to account for an even larger share of the company’s vehicle output. Ensuring that the Model Y can be equipped with domestically produced 4680 battery packs gives Tesla greater flexibility to maintain production volumes in the United States, even as global battery supply chains face increasing complexity.

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