Tesla Updates Proxy Materials for Shareholder Vote

TL;DR

Tesla dropped new proxy materials on VoteTesla.com, get ready to vote.

AI Summary

Tesla, Inc. filed a Definitive Proxy Statement (DEFA14A) on June 7, 2024, updating its website www.VoteTesla.com with new materials. This filing is related to the company's proxy solicitation efforts, likely for an upcoming shareholder meeting.

Why It Matters

This filing provides shareholders with updated information and materials necessary to participate in the company's governance and vote on important matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing updated information to shareholders, not indicating any immediate financial or operational risk.

Key Players & Entities

• Tesla, Inc. (company) — Registrant
• www.VoteTesla.com (company) — Website for proxy materials

FAQ

Key Financial Figures

• $735 billion — lf the allotted time, Elon created over $735 billion in stockholder value R. Denholm: Earli
• $25 b — lt in an accounting charge of more than $25 billion, compared to the $2.3 billion cha
• $2.3 billion — more than $25 billion, compared to the $2.3 billion charge that we originally recognized fo
• $11.8 billion — olders. Revenue grew from approximately $11.8 billion to almost $100 billion. Text on Screen
• $100 billion — m approximately $11.8 billion to almost $100 billion. Text on Screen: Revenue Growth* $11.
• $11.8B — lion. Text on Screen: Revenue Growth* $11.8B -> $96.8B *Refers to 2017 and 2023 ful
• $96.8B — t on Screen: Revenue Growth* $11.8B -> $96.8B *Refers to 2017 and 2023 full-year rev
• $2.2 billion — vely. I. Ehrenpreis: Tesla went from a $2.2 billion net loss to a $15 billion net profit.
• $15 billion — went from a $2.2 billion net loss to a $15 billion net profit. Text on Screen: Turned Aro
• $2.2B — Screen: Turned Around Profitability* -$2.2B -> $15.0B *Refers to 2017 and 2023 net
• $15.0B — Turned Around Profitability* -$2.2B -> $15.0B *Refers to 2017 and 2023 net loss/net
• $5.93 billion — uded a one-time non-cash tax benefit of $5.93 billion for the release of valuation allowance
• $53.7B — Text on Screen: Increased Market Cap* $53.7B -> $790B+ *Refers to market capitaliza
• $790B — creen: Increased Market Cap* $53.7B -> $790B+ *Refers to market capitalization as o
• $48 billion — oved, Ford’s market cap was about $48 billion and GM’s, approximately $55 billi

Filing Documents

• tm2413800d22_defa14a.htm (DEFA14A) — 123KB
• tm2413800d22_img016.jpg (GRAPHIC) — 241KB
• tm2413800d22_img017.jpg (GRAPHIC) — 192KB
• tm2413800d22_img018.jpg (GRAPHIC) — 34KB
• tm2413800d22_img019.jpg (GRAPHIC) — 71KB
• tm2413800d22_img020.jpg (GRAPHIC) — 86KB
• tm2413800d22_img021.jpg (GRAPHIC) — 135KB
• tm2413800d22_img022.jpg (GRAPHIC) — 130KB
• tm2413800d22_img023.jpg (GRAPHIC) — 437KB
• tm2413800d22_img024.jpg (GRAPHIC) — 70KB
• tm2413800d22_img025.jpg (GRAPHIC) — 146KB
• tm2413800d22img004.jpg (GRAPHIC) — 103KB
• tm2413800d22img005.jpg (GRAPHIC) — 58KB
• tm2413800d22img006.jpg (GRAPHIC) — 420KB
• tm2413800d22img007.jpg (GRAPHIC) — 50KB
• tm2413800d22img008.jpg (GRAPHIC) — 65KB
• tm2413800d22_img026.jpg (GRAPHIC) — 240KB
• tm2413800d22_img027.jpg (GRAPHIC) — 336KB
• tm2413800d22_img028.jpg (GRAPHIC) — 93KB
• tm2413800d22_img029.jpg (GRAPHIC) — 283KB
• tm2413800d22img009.jpg (GRAPHIC) — 368KB
• tm2413800d22_defa14rimg023.jpg (GRAPHIC) — 83KB
• tm2413800d22_defa14rimg024.jpg (GRAPHIC) — 60KB
• 0001104659-24-069739.txt ( ) — 5191KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Tesla, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On June 6, 2024, Tesla, Inc. (“ Tesla ”) updated its website, www.VoteTesla.com. A copy of the updated materials, other than those previously filed, is included below. Kathleen Wilson-Thompson Video Transcript Text on Screen: How did the Board come to recommend these two proposals? Was it truly an independent process? Kathleen Wilson-Thompson Member of the Tesla Board of Directors and Member of the Special Committee K. Wilson-Thompson: Even though the majority of our directors are independent, we knew that the Delaware Court’s opinion and the intense public scrutiny on this matter required a rigorous assessment of these two proposals through a thoroughly independent process. We therefore created an independent Special Committee out of an abundance of caution. The Board resolved not to take any action with respect to redomestication or ratification without the Special Committee’s recommendation, which came only after the Special Committee had the opportunity to conduct a thorough process, carefully study both issues and determine whether each was in the best interest of our stockholders. I am an independent director who joined the Tesla Board in late 2018. Text on Screen: Independent Director Joined the Tesla Board in late 2018 K. Wilson-Thompson: I served on five public company boards during my career. Text on Screen: Served on five public company Boards throughout career K. Wilson-Thompson: I understand my fiduciary responsibility to stockholders, and I take this responsibility seriously. I was aided by multiple independent advisors, including a top corporate law firm, Delaware legal counsel, a corporate law and governance expert who is a professor at one of the country’s leading law schools, and an investment bank – all of which I selected, none of which have any meaningful ties to Tesla or Elon. Text on Screen: Advised by A top corporate law firm Advised by Delaware legal counsel Advised by A corporate law and governance expert Advised by An investment bank K. Wilson-Thompson: I conducted a rigorous process, working hundreds of hours over 8 weeks. Text on Screen: Rigorous process Worked hundreds of hours over 8 weeks K. Wilson-Thompson: My independent advisors collectively worked over 4,000 hours over eight weeks. Text on Screen: Rigorous process Independent advisors collectively worked over 4,000 hours over 8 weeks K. Wilson-Thompson: I met regularly with my independent advisors, reviewed expert reports, legal decisions, letters from stockholders and academic articles, and spoke with other directors and executives. Text on Screen: Rigorous process Met regularly with independent advisors Reviewed expert reports Reviewed legal decisions Reviewed stockholder letters Reviewed academic articles Spoke with other directors and executives K. Wilson-Thompson: I painstakingly analyzed a variety of alternatives to these proposals and their associated costs and benefits for stockholders. I was fully empowered to determine whether redomestication in Texas and ratification of the award were in the best interest of stockholders. Importantly, I had full and complete authority to decline to recommend any action on either issue, or recommend any alternative action. After extensive analysis, it was clear that redomesticating in Texas and ratifying the 2018 Award were in the best interests of the company and all of its stockholders. I presented a detailed report to the Board, which is, in the interest of full transparency, we made public and you can read in our proxy statement. The Board is following my recommendation, and I encourage you to vote for both of these proposals. Text on Screen: Your Vote Matters Protect Tesla and vote FOR proposals 3 & 4 VoteTesla.com James Murdoch Texas Video Transcript Text on Screen: Why is Texas the right place for Tesla to be incorporated? What benefits does Texas bring over Delaware? James Murdoch: Texas is Tesla's home. Our global headquarters and our future are in Texas. Making Texas our legal home is the logical evolution for the company. Over the past several years, w

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View this DEFA14A filing on SEC EDGAR