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Vanguard vote key to Elon Musk’s Tesla pay package ratification

MINISTÉRIO DAS COMUNICAÇÕES, CC BY 2.0 , via Wikimedia Commons

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Vanguard, Tesla’s second-largest shareholder behind CEO Elon Musk, detailed its decision to ratify his $56 billion pay package in a pamphlet released on Friday by the investment advisor.

At Thursday’s Annual Shareholder Meeting, Musk’s ratification request was passed after it needed to be voted on once again following a void by a Delaware Chancery Court Judge earlier this year.

Large shareholders and investment firms that held a sizable stake in the automaker took center stage as the ratification was one of the biggest issues Tesla faced in recent memory. The implications were grand, as a denial could have meant the end of Musk’s reign at Tesla, where he has built the company from a little-known disruptor to the world’s most valuable automaker in the course of less than two decades.

While several firms and investment groups said they would not support Musk’s pay package, Vanguard said on Friday that it voted for the ratification. After an evaluation process, which included meeting with executives and board members, Vanguard ultimately decided to support Musk’s ratification:

“In our 2024 analysis of the performance award, which would grant Tesla’s CEO approximately 300 million options (adjusted for stock splits since the initial grant date) given the achievement of a series of performance conditions, we noted that the company’s performance and associated shareholder returns since 2018 have significantly outperformed the market and have been positive outliers.”

It also noted the total shareholder return was in the 98th percentile of all Russell 3000 companies from 2018 to 2023. “There are few companies that have created as much absolute market value appreciation as Tesla.”

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Additionally, board members and executives at Tesla were fully aware of Musk’s influence and fully supported his ratification, which they detailed to Vanguard:

“To further inform the funds’ voting decisions, we met with Tesla executives and board members. During our engagement, board members reinforced their conviction regarding the importance of retaining the CEO and highlighted that the plan’s five-year post-exercise holding requirement maintains the alignment of the CEO’s economic interests with the company’s shareholder base.”

Any concerns or reservations Vanguard had going into the meeting were essentially obliterated after the analysis and meetings with executives. The firm said that it voted for the ratification of Musk’s pay package on Thursday:

“Our analysis, consistent with our concerns in 2018, found that the current value of this grant is a substantial outlier relative to CEO compensation levels of any potential peer group. That said, the unique circumstance of evaluating the plan retroactively eliminated our concerns that significant pay could be earned without company outperformance relative to the market or peers. Given the strong alignment of executive pay with shareholder returns since 2018 and the benefits the board asserted related to the motivational value for the CEO in preserving the original deal (which was approved by a majority of shareholders in 2018), the Vanguard-advised funds voted for the ratification of the CEO’s 2018 option award at the 2024 annual meeting.”

Vanguard’s 232 million shares of Tesla that it owns equate to roughly 7 percent of the automaker. The firm manages roughly $9 trillion in total assets.

You can read Vanguard’s full report on the Tesla Shareholder Meeting here.

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I’d love to hear from you! If you have any comments, concerns, or questions, please email me at joey@teslarati.com. You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

Joey has been a journalist covering electric mobility at TESLARATI since August 2019. In his spare time, Joey is playing golf, watching MMA, or cheering on any of his favorite sports teams, including the Baltimore Ravens and Orioles, Miami Heat, Washington Capitals, and Penn State Nittany Lions. You can get in touch with joey at joey@teslarati.com. He is also on X @KlenderJoey. If you're looking for great Tesla accessories, check out shop.teslarati.com

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Tesla Semi catches fire in California: what we know

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Credit: KTVU

A Tesla Semi caught fire in Hayward, California, which caused both directions of traffic to shut down for hours before being completely reopened early on Wednesday, the California Highway Patrol said.

The fire occurred just after 5:30 local time in Hayward on Tuesday, as the Semi caught fire in the southbound lanes of I-880 before CHP officials made the decision to shut down both lanes of traffic due to potential risks from hazardous chemical smoke.

There were no injuries reported.

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The cause of the fire is currently unknown, as neither Tesla nor the CHP have not determined a cause.

However, some images taken before the Semi was completely destroyed by the fire seem to indicate this might have been an older unit, as it appears to be one of the designs that Tesla shipped as part of its pilot program, before revising it and starting mass production just a month ago.

At the time of publication, CHP had not returned our request for a comment for additional details, including the Semi involved and any potential collaboration on an investigation between the CHP and Tesla. We will update this story when we hear back from them.

The southbound lanes were reopened at 3:30 a.m. on Wednesday, with the northbound lanes opening last night a few hours after the fire began. The CHP did state that the lithium batteries were “incredibly difficult to extinguish,” according to NBC Bay Area.

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The truck’s driver said that the Semi caught fire, but he did not have an explanation.

An estimated 5,000 to 7,000 semi-truck and large commercial vehicle fires occur on U.S. roadways every year.

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Tesla’s ‘Emergency Drive Away’ function gets its first use in the real world

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Credit: Tesla

Tesla’s launch of the “Emergency Drive Away” function a few months back offered owners a safe option to evacuate an area if they were in reasonable danger. The function finally got its first use in the real world, but it appears it was by mistake.

A video shared by u/Joshalander in the r/TeslaLounge subreddit recorded the instance from his vehicle and said the incident took place in Austin this past weekend during the city’s F1 Race.

“Was charging around 6 AM this past Sunday in Austin before heading to the F1 race and heard a pop. Looked over and saw the new emergency drive-away feature in action. Genuinely felt bad for the dude when he got out and realized what happened, since he looked exhausted and only seemed to half-read the prompts.”

Emergency Drive Away unlatches the Supercharger connector from the vehicle, but still causes damage to both the car and the Supercharger. Tesla has said that it will cost up to $25,000 in repairs to have everything fixed back to normal.

Additionally, the company said that if it were not used in an emergency situation, the driver of the vehicle who activated the Emergency Drive Away feature would be responsible for all repair costs.

Tesla constitutes the following situations as reasonable justifications for activating the feature:

  • You face an immediate threat to your life or personal safety.
  • You must leave the area immediately.
  • Exiting the vehicle is unsafe.
  • Unplugging the charge connector would unreasonably delay your departure or expose you to a risk to your personal safety.

After using the feature, Tesla requires the driver to schedule Service so the car can be inspected.

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Tesla’s Cybercab battery design could make robotaxis even cheaper

Tesla built the Cybercab’s battery pack with spare room for a future switch to LFP.

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Tesla built the Cybercab’s battery pack with empty space inside it on purpose, and the reason points to a cheaper robotaxi down the road.

Robert Sumpf, Tesla’s director of mechanical design engineering for battery modules and packs, said the extra room beside and beneath the Cybercab’s modules was left there so the company can move to lithium iron phosphate cells later. “So, we protected this pack to go to an even lower energy dense chemistry as we scale and need to bring LFP into the platform,” Sumpf said in a Cybercab deep dive with Munro Live.

The Cybercab runs on Tesla’s own 4680 cells with a nickel chemistry today. LFP cells store less energy for their size, so a straight swap would cut range. The reserved space lets Tesla add more LFP cells to make up the difference. In return, Tesla would get cells that cost less, run cooler and survive more charge cycles. LFP became the most used EV battery chemistry in the world last year.

Not all of that room was planned for a chemistry change. Lars Moravy, Tesla’s Vice President of Vehicle Engineering, said part of it exists because “we didn’t need as many batteries as we thought we did.” Tesla told Sandy Munro in early 2025 that it was targeting a Cybercab pack under 50 kWh with close to 300 miles of range.

The pack also breaks from the structural design Tesla used in some Model Y and Cybertruck builds. Instead of potting hundreds of cells into one block, the Cybercab uses four separate, individually sealed modules, so a bad module can be replaced without scrapping the whole pack. Sumpf was blunt about the older approach, giving the Model Y structural battery “a grade D” because it was hard to build and nearly impossible to repair. He estimated a fully structural pack gains about 10% more cell volume, but said “the issue is the service cost.”

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That cost matters more for a car that rarely sits parked. Cybercab chief engineer Eric Earley said replacing an entire pack “before half a million miles is a killer on cost,” which is why remanufacturing and serviceability were built into the design from the start.

The same Munro Live tour produced Moravy’s admission that the Cybercab line at Giga Texas is now outpacing Robotaxi deployments, along with a look at the robotaxi’s unorthodox paint process. Tesla is aiming to deliver the first Cybercabs to outside customers by the end of 2026, though Elon Musk has said the vast majority will stay owned by Tesla and run as a transport service.

Sumpf did not give a date for an LFP version, name a cell supplier or say how a chemistry change would affect range. For now, the 4680 cars keep piling up: Texas DMV records from Tuesday list 544 Cybercabs authorized for Tesla’s Robotaxi fleet, more than the 507 Model Ys on the same roster for the first time.

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