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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; 

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(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 

(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. 

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“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. 

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.

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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 dispels reports of ‘sales suspension’ in California

“This was a “consumer protection” order about the use of the term “Autopilot” in a case where not one single customer came forward to say there’s a problem.

Sales in California will continue uninterrupted.”

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Credit: Tesla

Tesla has dispelled reports that it is facing a thirty-day sales suspension in California after the state’s Department of Motor Vehicles (DMV) issued a penalty to the company after a judge ruled it “misled consumers about its driver-assistance technology.”

On Tuesday, Bloomberg reported that the California DMV was planning to adopt the penalty but decided to put it on ice for ninety days, giving Tesla an opportunity to “come into compliance.”

Tesla enters interesting situation with Full Self-Driving in California

Tesla responded to the report on Tuesday evening, after it came out, stating that this was a “consumer protection” order that was brought up over its use of the term “Autopilot.”

The company said “not one single customer came forward to say there’s a problem,” yet a judge and the DMV determined it was, so they want to apply the penalty if Tesla doesn’t oblige.

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However, Tesla said that its sales operations in California “will continue uninterrupted.”

It confirmed this in an X post on Tuesday night:

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The report and the decision by the DMV and Judge involved sparked outrage from the Tesla community, who stated that it should do its best to get out of California.

One X post said California “didn’t deserve” what Tesla had done for it in terms of employment, engineering, and innovation.

Tesla has used Autopilot and Full Self-Driving for years, but it did add the term “(Supervised)” to the end of the FSD suite earlier this year, potentially aiming to protect itself from instances like this one.

This is the first primary dispute over the terminology of Full Self-Driving, but it has undergone some scrutiny at the federal level, as some government officials have claimed the suite has “deceptive” naming. Previous Transportation Secretary Pete Buttigieg was vocally critical of the use of the name “Full Self-Driving,” as well as “Autopilot.”

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New EV tax credit rule could impact many EV buyers

We confirmed with a Tesla Sales Advisor that any current orders that have the $7,500 tax credit applied to them must be completed by December 31, meaning delivery must take place by that date. However, it is unclear at this point whether someone could still claim the credit when filing their tax returns for 2025 as long as the order reflects an order date before September 30.

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tesla showroom
Credit: Tesla

Tesla owners could be impacted by a new EV tax credit rule, which seems to be a new hoop to jump through for those who benefited from the “extension,” which allowed orderers to take delivery after the loss of the $7,500 discount.

After the Trump Administration initiated the phase-out of the $7,500 EV tax credit, many were happy to see the rules had been changed slightly, as deliveries could occur after the September 30 cutoff as long as orders were placed before the end of that month.

However, there appears to be a new threshold that EV buyers will have to go through, and it will impact their ability to get the credit, at least at the Point of Sale, for now.

Delivery must be completed by the end of the year, and buyers must take possession of the car by December 31, 2025, or they will lose the tax credit. The U.S. government will be closing the tax credit portal, which allows people to claim the credit at the Point of Sale.

We confirmed with a Tesla Sales Advisor that any current orders that have the $7,500 tax credit applied to them must be completed by December 31, meaning delivery must take place by that date.

However, it is unclear at this point whether someone could still claim the credit when filing their tax returns for 2025 as long as the order reflects an order date before September 30.

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If not, the order can still go through, but the buyer will not be able to claim the tax credit, meaning they will pay full price for the vehicle.

This puts some buyers in a strange limbo, especially if they placed an order for the Model Y Performance. Some deliveries have already taken place, and some are scheduled before the end of the month, but many others are not expecting deliveries until January.

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Elon Musk takes latest barb at Bill Gates over Tesla short position

Bill Gates placed a massive short bet against Tesla of ~1% of our total shares, which might have cost him over $10B by now

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Elon Musk took his latest barb at former Microsoft CEO Bill Gates over his short position against the company, which the two have had some tensions over for a number of years.

Gates admitted to Musk several years ago through a text message that he still held a short position against his sustainable car and energy company. Ironically, Gates had contacted Musk to explore philanthropic opportunities.

Elon Musk explains Bill Gates beef: He ‘placed a massive bet on Tesla dying’

Musk said he could not take the request seriously, especially as Gates was hoping to make money on the downfall of the one company taking EVs seriously.

The Tesla frontman has continued to take shots at Gates over the years from time to time, but the latest comment came as Musk’s net worth swelled to over $600 billion. He became the first person ever to reach that threshold earlier this week, when Tesla shares increased due to Robotaxi testing without any occupants.

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Musk refreshed everyone’s memory with the recent post, stating that if Gates still has his short position against Tesla, he would have lost over $10 billion by now:

Just a month ago, in mid-November, Musk issued his final warning to Gates over the short position, speculating whether the former Microsoft frontman had still held the bet against Tesla.

“If Gates hasn’t fully closed out the crazy short position he has held against Tesla for ~8 years, he had better do so soon,” Musk said. This came in response to The Gates Foundation dumping 65 percent of its Microsoft position.

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Tesla CEO Elon Musk sends final warning to Bill Gates over short position

Musk’s involvement in the U.S. government also drew criticism from Gates, as he said that the reductions proposed by DOGE against U.S.A.I.D. were “stunning” and could cause “millions of additional deaths of kids.”

“Gates is a huge liar,” Musk responded.

It is not known whether Gates still holds his Tesla short position.

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