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Tesla filing hints at potential 2022 annual shareholder meeting, stock split vote delay

Credit: Tesla China/Twitter

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Tesla (NASDAQ:TSLA) has filed a form 10-K/A with the United States Securities and Exchange Commission. The electric vehicle maker noted that it would be delaying the filing of its 2022 proxy statement for the 2022 annual meeting of stockholders, which was supposed to hit its deadline today. 

While the electric vehicle maker stated that it would not be filing its proxy statement for the 2022 annual shareholders meeting on time, Tesla did not provide a specific timeframe as to when the filing would be submitted. Expectations are high, however, that the delay in the proxy statement’s filing would also push back the date for Tesla’s 2022 annual shareholders meeting. 

Following is the relevant section in Tesla’s Form 10-K/A.  

We currently expect that our definitive proxy statement for the 2022 annual meeting of stockholders will be filed later than the 120th day after the end of the last fiscal year. Accordingly, this Amendment No. 1 to Form 10-K is being filed solely to: 

(1) amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to include the information required by such Items; 

(2) delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and 

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(3) file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended.

This year’s annual shareholder meeting promises to be quite eventful for the company’s stockholders. Back in March, Tesla announced through its official Twitter account that it would be asking shareholders to vote on a potential stock split at the event. An 8-K filling provided further references to the company’s plans. 

“On March 28, 2022, Tesla, Inc. announced its plan to request stockholder approval at the upcoming 2022 Annual Meeting of Stockholders for an increase in the number of authorized shares of common stock through an amendment to the Company’s Amended and Restated Certificate of Incorporation in order to enable a stock split of the Company’s common stock in the form of a stock dividend. Tesla’s Board of Directors has approved the management proposal, but the stock dividend will be contingent on final Board approval. 

“The Company’s definitive proxy statement relating to the Annual Meeting will include additional details regarding the Amendment, as well as the record date, date, and location of the Annual Meeting,” the filing read. 

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Tesla’s last stock split was initiated in August 2020. At the time, Tesla performed a 5:1 split, which the company noted would make its “stock ownership more accessible to employees and investors.”

Disclaimer: I am long TSLA.

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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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NHTSA just escalated its Tesla Cybercab investigation in a big way

NHTSA escalated its Cybercab audit into a sworn Special Order with a September 30 deadline.

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Federal regulators have moved from asking Tesla questions about its Cybercab to demanding sworn answers. The National Highway Traffic Safety Administration issued a Special Order that requires a Tesla officer to sign an affidavit attesting to the completeness of the company’s responses, with a deadline of September 30.

The order builds on Audit Query AQ26002, which NHTSA opened on September 3, the same day Tesla began commercial Cybercab service in Austin. Teslarati covered that initial inquiry when it surfaced, noting the agency wanted to understand how Tesla certified a vehicle with no permanently attached steering wheel, pedals, or mirrors as compliant with Federal Motor Vehicle Safety Standards. A Special Order is a different tool and converts a fact finding review into a legally enforceable demand, the same mechanism NHTSA used against Tesla in 2023 during its Autopilot investigation.

Several of the 21 requests target a specific gap in Cybercab’s design. One asks whether Tesla used temporarily attached human controls at any point to help certify the vehicle, and if so, which standards depended on that equipment being present. Another quotes an existing rule directly: “The service brakes shall be activated by means of a foot control.” Cybercab has no foot pedal. NHTSA wants a detailed explanation of how the vehicle satisfies that requirement, and how it complies without the kind of exemption granted to Zoox in July under Part 555, the regulatory pathway built for steering wheel free vehicles.

The order does not claim Cybercab is unsafe or that Tesla broke a rule. It requires Tesla to explain, under oath, the reasoning behind decisions the company already made when it self-certified the vehicle. That distinction matters, but so does the exposure. Motor1’s reporting, summarized here, put potential civil penalty exposure as high as $139 million if NHTSA later finds the certification was flawed, on top of whatever criminal risk comes with a false sworn statement.

Tesla has not said publicly how it plans to respond. Cybercab is still carrying passengers in Austin through the Robotaxi app while the September 30 deadline approaches, and the company has continued expanding the vehicle’s footprint even as the regulatory question remains open. The Special Order does not pause any of that and just sets a date by which Tesla has to put its certification logic on the record, with a company officer’s name attached to it.

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Tesla uber bull Ron Baron says ‘the time to buy the stock is now’

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Credit: Tesla

In a new interview on Wednesday, Tesla uber bull Ron Baron said that anyone looking to buy the company’s stock should do so as soon as they can.

Baron, founder and CEO of Baron Capital and one of Tesla’s most persistent institutional bulls, used a CNBC Squawk Box appearance on Wednesday to deliver a familiar message with fresh urgency: In his opinion, Tesla stock is a buy:

“The time to buy the stock is now. FSD is catching on, and it’s going to be bigger and bigger. 55% of new buyers are buying it (Teslas) with FSD. It’s going to be everywhere. It’s safer.”

The Baron Capital frontman’s case is built around Full Self-Driving. Tesla reported 1.48 million active FSD subscriptions in the second quarter, up 56 percent year over year, and company officials have said roughly 55 percent of new North American deliveries left with a subscription enabled.

Baron framed that attach rate as proof the product is moving from enthusiast extra to default expectation, and as a reason software, not just vehicle volume, should drive the next phase of value.

His conviction on Tesla shares is not theoretical, as Baron Capital made its first Tesla investment in 2014, after years of meetings that began around the 2010 IPO roadshow. The firm later built a large SpaceX position starting in 2017.

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Baron said those Musk-led bets have generated about $30 billion of the $71 billion in profits Baron Capital has produced for clients. He put the firm’s current exposure at roughly $25 billion in SpaceX and $5 billion in Tesla. Personally, he described SpaceX as his largest holding, at about $5 billion, with about $1.5 billion in Tesla and additional Tesla exposure through the firm’s funds.

That concentration is also a statement of loyalty. Asked about talk of a SpaceX-Tesla combination, Baron said he had already walked Elon Musk through arguments for and against a deal, then declined to repeat them on air. His public position was simpler: “Whatever you decide is better is what I’m going to support,” he said to Musk.

Baron also said that he picked up the farewell edition of the Model S after Tesla decided to sunset the vehicle earlier this year, calling it his favorite car he’s ever driven.

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SpaceX’s next Starship launch is about to attempt its biggest leap yet

SpaceX targets September 22 for Starship Flight 14, its first attempt to reach real orbit.

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SpaceX has set September 22 as the target date for Starship’s 14th test flight, and this one carries a different goal than any of the 13 that came before it. Every previous Starship mission has intentionally flown a suborbital arc, reentering the atmosphere within the same hour it launched. Flight 14 is designed to send the craft into a genuine orbit around Earth for the first time.

The launch window opens at 7:15 a.m. Central time at Starbase in South Texas and runs for 75 minutes, pending regulatory approval, according to SpaceX’s mission description published Tuesday. If the flight goes as planned, Starship will circle the planet roughly six times at an altitude near 275 kilometers over about ten hours before a deorbit burn sends it toward a splashdown in the Pacific Ocean west of Chile, a departure from the Indian Ocean recoveries used on the last several flights.

The mission also marks the first attempt to put a working batch of Starlink V3 satellites into actual service. Flight 13 carried 20 of the new satellites in July, but because that mission never left a suborbital trajectory, the payload reentered along with the ship instead of separating into orbit.

SpaceX tells the FCC that Starship Flight 14 is going to orbit

Each V3 satellite is rated for roughly one terabit per second of downlink capacity, so a successful deployment on Flight 14 would be SpaceX’s largest single jump in network bandwidth since Starlink began flying on Falcon 9.

Flight 13 still did the heavier lifting on the technical side. That July mission flew a deliberately more stressful reentry profile to test Starship’s heat shield, and the ship survived its softest splashdown yet, intact enough for drone inspections shortly after landing. Elon Musk said the flight delivered “all the heat shield data we needed and then some,” a result Teslarati covered in detail when he later said SpaceX had solved the vehicle’s biggest reusability challenge. Flight 14 is where SpaceX starts spending that confidence on an actual orbital insertion rather than another controlled fall back to Earth.

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One thing Flight 14 will not attempt is a tower catch of the ship. Musk floated the idea right after Flight 13, but walked the timeline back in August, saying a catch attempt was more likely “in a few months.” The Super Heavy booster will still aim for its own recovery, targeting an offshore landing point in the Gulf of America, the same approach used on recent flights.

September 22 is SpaceX’s own target, not a locked date. Starship’s schedule has slipped before over hardware readiness and FAA sign off, and the company has said as much in its own mission notes. But the plan itself represents the clearest marker yet that Starship is moving from a suborbital test program into something meant to carry paying payloads and, eventually, people.

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