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 x
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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)
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
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On May 31, 2024, Tesla, Inc. (“Tesla”)
made the following communication.
We are gratified by ISS’ support for
Tesla’s redomestication to Texas. Their views on the ratification of the 2018 CEO Performance Award, however, simply echo
what they said six years ago – arguments that were soundly rejected by Tesla stockholders, including ISS subscribers, when
they overwhelmingly voted to approve the award. With the benefit of hindsight, we know the award worked, driving more than $735
billion in value creation from 2018 to 2023.
Unlike proxy advisory firms, Tesla stockholders
have real skin in the game through their ownership in Tesla. We are confident stockholders will honor the deal they approved in
2018 and support the current ratification proposal.
On May 31, 2024, Tesla posted the following on X.
On May 31, 2024, Elon Musk posted the following on X.
Transcript of video in post:
C: We’re very supportive of that. What happened in Delaware,
the judge ruling, and basically taking the vote away from us, the shareholders, we voted for that pay package, 73% of shareholders did.
And to have the judge kind of thinking that she is reading the minds of directors – and independence, dependence, whatever. I just
think, as I said in a post on X, I think it's unAmerican, it's anti-investor, and it's an insult to the board of directors of Tesla, so
totally supportive of that move.
Q: Are you supportive of Elon Musk's requests or demands, or whatever
you want to call it, to get more voting shares? Or, as he says, he'll take some of his technology elsewhere? Or do you feel as though
Tesla is sort of being held hostage to that demand?
C: I do not feel that. You know, being involved in disruptive innovation,
and only disruptive innovation, we know that we need visionary leaders who will stand up to short-term oriented shareholders and be able
to execute their vision with the right technologies at the right time. And Elon Musk is the inventor of our age, and he is also our renaissance
man. So I'm always surprised at the pushback he receives. And I do think that, he's not asking for any more economic interest. It's voting
interest. And for many of our companies, we are supportive of super voting rights because we know the visionary leaders, we go through
periods of volatility and they just need to be able to execute upon their vision, not be thrown off by boards of directors who are listening
to short-term oriented shareholders and swayed [cuts off].
Additional Information and Where to Find It
Tesla, Inc. (“Tesla”)
has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A with
respect to its solicitation of proxies for Tesla’s 2024 annual meeting (the “Definitive Proxy Statement”). The
Definitive Proxy Statement contains important information about the matters to be voted on at the 2024 annual meeting. STOCKHOLDERS OF
TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA
HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED
ON AT THE 2024 ANNUAL MEETING. Stockholders are able to obtain free copies of these documents and other documents filed with the SEC
by Tesla through the website maintained by the SEC at www.sec.gov. In addition, stockholders are able to obtain free copies of these
documents from Tesla by contacting Tesla’s Investor Relations by e-mail at ir@tesla.com, or by going to Tesla’s Investor
Relations page on its website at ir.tesla.com.
Participants in the Solicitation
The directors and executive officers of Tesla
may be deemed to be participants in the solicitation of proxies from the stockholders of Tesla in connection with 2024 annual meeting.
Information regarding the interests of participants in the solicitation of proxies in respect of the 2024 annual meeting is included
in the Definitive Proxy Statement.
Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 reflecting Tesla’s current expectations that involve
risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning its goals, commitments,
strategies and mission, its plans and expectations regarding the proposed redomestication of Tesla from Delaware to Texas (the “Texas
Redomestication”) and the ratification of Tesla’s 2018 CEO pay package (the “Ratification”), expectations
regarding the future of litigation in Texas, including the expectations and timing related to the Texas business court, expectations
regarding the continued CEO innovation and incentivization under the Ratification, potential benefits, implications, risks or costs or
tax effects, costs savings or other related implications associated with the Texas Redomestication or the Ratification, expectations
about stockholder intentions, views and reactions, the avoidance of uncertainty regarding CEO compensation through the Ratification,
the ability to avoid future judicial or other criticism through the Ratification, its future financial position, expected cost or charge
reductions, its executive compensation program, expectations regarding demand and acceptance for its technologies, growth opportunities
and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,”
“believes,” “continues,” “could,” “design,” “drive,” “estimates,”
“expects,” “future,” “goals,” “intends,” “likely,” “may,” “plans,”
“potential,” “seek,” “sets,” “shall,” “spearheads,” “spurring,”
“should,” “will,” “would,” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Tesla may not actually achieve the plans, intentions or
expectations disclosed in its forward-looking statements and you should not place undue reliance on Tesla’s forward-looking statements.
Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements
that we make. These forward-looking statements involve risks and uncertainties that could cause Tesla’s actual results to differ
materially from those in the forward-looking statements, including, without limitation, risks related to the Texas Redomestication and
the Ratification and the risks set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 and that are otherwise described or updated from time to time in Tesla’s other
filings with the SEC. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing.
Tesla disclaims any obligation to update any forward-looking statement contained in this document.
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