Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
2024年5月24日 - 3:49AM
Edgar (US Regulatory)
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
¨
Check the appropriate box:
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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)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously
with preliminary materials |
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Fee computed on
table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On May 23, 2024, Tesla, Inc. (“Tesla”) posted
the following presentation (the “Presentation”) to its website, www.VoteTesla.com, and provided the Presentation
to Institutional Shareholder Services and Glass, Lewis & Co. Copies of the Presentation and the updated website materials, other than those previously filed, are below.
| May 2024 |
| © 2024 Tesla, Inc.
PROPOSAL 3
Approve the redomestication of Tesla from
Delaware to Texas by conversion
Texas is Tesla’s home and future, and the Board believes
unifying operations and incorporation is in stockholders’ best
interests
Texas law aligns with Tesla’s mission
Stockholders have substantially equivalent rights under
Delaware and Texas law
No reduction in economic, governance, or litigation rights vis-à-vis Delaware
PROPOSAL 4
Ratify the 100% performance-based option
award to Elon that was approved by Tesla’s
stockholders in 2018
Avoids uncertainty about Elon’s motivation by honoring the
Company's contract and compensating Elon as we promised for
delivering extraordinary value, which he did
73% of disinterested stockholder votes were cast FOR the 2018
CEO Performance Award ("2018 Award")
Thousands of stockholders asked Tesla to let them vote again
now
Tesla needs stockholder support to ensure it fulfills its mission and continues to grow stockholder value
The Tesla Board of Directors Is Asking Stockholders to Vote FOR Proposals Three and Four
2 1. Source: FactSet. Based on change in market value from March 21, 2018 to December 31, 2023.
Tesla has been one of the most successful enterprises of our time
Tesla is leading the sustainability movement and has become the world’s leading automotive brand
In just the last six years, Tesla stockholders have seen more than $735 billion1 of market value creation
Our future depends on the continued execution against an ambitious agenda of innovation |
| © 2024 Tesla, Inc.
Leading the way in accelerating the world’s transition to sustainable energy
The Tesla Ecosystem: More Than an Automotive Company
3 |
| © 2024 Tesla, Inc.
With intense and dedicated focus, Tesla has pursued its mission, grown tremendously and created extraordinary value for stockholders
The Past Six Years: Transformative Growth, Extraordinary Value Creation
4
1. Refers to 2017 full-year revenue. 2. Refers to 2017 net loss, as disclosed on Form 10-K. 3. International Energy Agency report on electric vehicles (https://www.iea.org/energy-system/transport/electric-vehicles). 4.
Refers to 2023 full-year revenue and increase from 2017 full-year revenue. 5. Refers to 2023 net income, as reported on Form 10-K. 2023 net income includes a one-time non-cash tax benefit of $5.93 billion for the
release of valuation allowance on certain deferred tax assets. 6. As of YE2023. 7. Source: FactSet. Based on change in market value from March 21, 2018 to December 31, 2023. 8. Total stockholder return as
measured from March 2018 through year-end 2023.
Six Years Ago Present Day
Revenues $11.8 billion1
$2.2 billion loss2
Loss-making, ambitious company with
significant hurdles and challenges
to overcome
EVs not mainstream or popular – only
1.2 million sold by all automakers in 20173
Delivered 103,184 vehicles in 2017
Popularized EVs; Tesla Model Y best-selling vehicle in the world with over
1.2 million deliveries in 2023 alone6
7x increase of revenues to $96.8 billion4
Industry-leading developer of
autonomous driving and first vertically
integrated sustainable energy company
More than $735 billion7 of value creation and ~1,100% TSR8
Delivered 1.8 million vehicles in 2023
$15.0 billion profit5 |
| © 2024 Tesla, Inc. 5
Embarking on our next phase of growth to generate significant additional
value for stockholders
Our Next Growth Vector Is Equally Ambitious
Putting the auto in automotive
1.3 billion miles driven2 – so far – on Tesla’s Supervised Self-Driving
technology software
Extending our lead in EVs through product and financing
Developing differentiated models, including more affordable options, paired
with attractive financing packages
Establishing autonomous ride-hailing network
Purpose-built robotaxi expected to be demo’ed this year
Optimus, the humanoid robot
Leading AI capabilities and designed for volume production
Increasing AI compute capabilities
Grew AI training compute by more than 130% in Q1 20241
1. Q1 2024 earnings presentation. 2. As of April 21, 2024.
Fulfilling our mission and advancing our
business depends on significant levels
of innovation |
| The Special Committee and
Its Independent, Rigorous Process |
| © 2024 Tesla, Inc. 7
History of the Special Committee & Its Thoughtful, Rigorous and Independent Process
Prior to 2024
Moved HQ to Texas in
2021; redomestication
considered by
management and
independent directors
January 30, 2024
Tornetta ruling
invalidated Elon's 2018
CEO Performance
Award
February 10, 2024
Board created a Special Committee, which
chose its own independent legal and
financial advisors, to consider
redomestication, recognizing that such a
matter is a Board decision, not a CEO one
March 5, 2024
Expanded mandate to
consider ratification of
2018 Award at the
Committee’s request
January 31, 2024
Elon posted on X: ”Tesla will
move immediately to hold a
shareholder vote to transfer
state of incorporation to
Texas"
The Special Committee's Process
Robust process over 8 weeks, including
16 meetings for more than 26 hours, with
thousands of hours of analysis by outside,
independent advisors
Elon and Kimbal Musk recused themselves –
did not participate in Board meetings or
influence process
Committee fully empowered to decide on both
redomestication and ratification – including to
reject both redomestication and ratification
outright
Committee interviewed directors and executives
Prepared and delivered comprehensive public
report explaining process, considerations and
deliberated decisions
Committee filed its detailed report in
Tesla’s proxy to provide full transparency to
stockholders to inform their vote, including
supporting report from corporate governance
expert from University of Chicago Law School |
| © 2024 Tesla, Inc. 8
The Special Committee’s Extensive Analysis to Determine
What Is in the Best Interests of Tesla Stockholders
Redomestication to Texas
Started with all 50 states and even outside U.S.
Examined options based on their legal systems and stockholder rights
Committee’s financial advisor examined market practices and conducted
quantitative analysis to determine if there was any observable Delaware
premium
Committee reviewed precedent redomestications from Delaware to Texas
Considered TripAdvisor decision regarding non-ratable benefits to
directors from Nevada redomestication; evaluated and found no non-ratable benefits for Texas redomestication
Ratification of the 2018 Award
Analyzed potential alternatives to ratification, including not ratifying
Received and considered substantial input from institutional and retail
stockholders, making note of “powerful and persuasive” feedback from
stockholders
Concluded ratification would avoid prolonged uncertainty about Elon’s
compensation and motivation to devote his time and energy to Tesla
Process and proxy designed to address the issues raised by the
Delaware court and disclose detailed information to allow stockholders to
make fully informed decisions
Determined costs associated with any new replacement package would
substantially exceed costs of ratification
Determined, based on all relevant considerations, redomestication in Texas and
ratification of the 2018 Award are both in the best interests of all stockholders |
| PROPOSAL 3
Redomestication in Texas |
| © 2024 Tesla, Inc.
Redomestication in Texas is the logical evolution for Tesla as it marries its operational footprint and its values with its state of incorporation
Texas Is Tesla’s Home
10
July 2020
Announced
Gigafactory Texas
October 2021
Moved corporate
headquarters to Texas
and launched auto
insurance in Texas
January 2023
Announced Gigafactory
Texas expansion
December 2021
Began production at
Gigafactory Texas
April 2022
Gigafactory Texas
officially opens
June 2022
Gigafactory Texas
reaches a run rate of
1,000 units per week
December 2022
Gigafactory Texas
reaches a run rate of
3,000 units per week
March 2023
Hosted first Investor
Day, held at our
Texas headquarters
Thousands of manufacturing, operations
and engineering employees, as well as
our executives, are based in Texas
Our Gigafactory Texas is one of the
largest factories in the U.S., covering
2,500 acres along the Colorado River,
and is the manufacturing hub for our
most innovative vehicles, including the
Cybertruck and Model Y
Texas is already our business home; our
headquarters – and our future – are in
Texas |
| © 2024 Tesla, Inc.
Texas' Legal Regime Permits Tesla to Innovate and Pursue Its World-Changing Mission
11
Texas’ legal regime allows Tesla
to promote its strong mission
Express statutory provision that would allow
directors to consider the company’s mission – a
mission that is fundamental to Tesla’s culture
and critical to recruitment, motivation and
retention from the factory floor to the boardroom
Tesla stockholders care about
advancing our mission
Tesla stockholders believe fundamentally in our
mission
The company received letters from thousands of
Tesla stockholders – large and small –
supporting a move home to Texas, recognizing
it’s where we belong
Tesla’s identity is intertwined with
its Texas headquarters
Many of the most successful companies in the
U.S. are incorporated in the state where they are
headquartered – i.e., their home state (e.g.,
MSFT, AAPL)
There is value in business disputes being heard
where Tesla is headquartered – the community
is directly impacted by court decisions affecting
our company
Redomesticating in Texas builds on Tesla’s
relationships with state and local communities,
including government actors, employees and
other stakeholders, which are critical to Tesla,
and reinforces our commitment to the state |
| © 2024 Tesla, Inc. 12
Texas stockholders have
substantially equivalent rights as in
Delaware
Texas has substantially equivalent governance
rights, with ability to call a special meeting added
to Texas charter
Texas law also affords stockholders substantially
equivalent economic and litigation rights as in
Delaware
Governance experts have opined that
stockholder rights are not negatively impacted by
a reincorporation from Delaware to Texas1
No “Delaware premium”
Redomestication in Texas is not expected to
affect Tesla's market value
Financial advisors to the Special Committee
concluded, based on analysis, there is no
financial premium to being incorporated in
Delaware
Texas would provide potential cost savings,
including no franchise taxes
Texas is expected to provide more
certainty for innovative, big-ticket
business decisions
Texas is expected to provide stability and
certainty through a highly defined corporate code
Delaware case law is fact-specific and
indeterminate, with Chancery Court wielding
significant influence and ability to change
corporate law
Delaware courts are increasingly “second
guessing” boards’ and stockholders' reasoned
decisions and limiting their freedom to act
decisively to create extraordinary stockholder
value
Texas Is the Best Place for Tesla and Its Stockholders
1. Since 2014, ISS has recommended FOR 100% of public-company redomestications to Texas (i.e., 7 out of 7, of which 5 were from Delaware to Texas). In 2022 (Alset) and 2019 (Legacy Housing), ISS wrote, “reincorporation
from Delaware to Texas would appear to have a neutral impact on shareholders’ rights.” Since 2014, Glass Lewis has recommended FOR 80% of public-company redomestications to Texas (i.e., 4 out of 5, of which 3 were from
Delaware to Texas). In 2019 (Legacy Housing), Glass Lewis wrote, “in most respects, the corporate statues in Delaware and Texas are comparable.” For the one redomestication from Delaware to Texas that Glass Lewis
recommended against, it cited changes to the corporate charter that made it harder to call a stockholder meeting. |
| PROPOSAL 4
Ratification of the 2018 Award |
| © 2024 Tesla, Inc.
Elon’s only opportunity to receive any compensation at all for his work and leadership would come from delivering
transformative growth and extraordinary value to stockholders in 10 years' time. He did it in 5 years.
In 2018, Tesla's Compensation Committee Designed a CEO
Performance Award 100% Aligned with Stockholder Interests
14
The 2018 Award was 100% performance-based and at risk The 2018 Award was aligned with
stockholders’ interests
Because Elon is required to hold shares
for five years after exercising options, he
remains incentivized to drive value for
stockholders
The 2018 Award was comprised of
options, not RSUs – meaning Elon’s
compensation was driven by him creating
value for stockholders
If Elon hits ambitious targets,
creating extraordinary value
for stockholders
If Elon fails to achieve the
ambitious growth targets
Elon receives stock
options commensurate
with that achievement
Elon receives ZERO
compensation
Board approved 2018 Award
after lengthy design process
led by outside directors on
Compensation Committee |
| © 2024 Tesla, Inc.
$53.7
$100.0
$650.0
March 2018 2018 Award
Lowest
Milestone
2018 Award
Highest
Milestone
$0.6
$1.5
$14.0
FY 2017
Actual
2018 Award
Lowest
Milestone
2018 Award
Highest
Milestone
$11.8
$20.0
$175.0
FY 2017
Actual
2018 Award
Lowest
Milestone
2018 Award
Highest
Milestone
Compensation was contingent on Elon leading Tesla to hit exceptionally ambitious targets
The 2018 Award Set Bold and Ambitious Targets...
15
Revenue ($B)1 Adjusted EBITDA ($B)1 Market Value ($B)2
15x
22x
1. Source: FactSet and Company filings. 2. Source: FactSet and Company filings. Market value as of March 21, 2018, the day the 2018 Award was approved by stockholders.
12x |
| © 2024 Tesla, Inc.
Mr. Musk’s new targets are even more
ambitious than the 10-year goals from 2012
that he blew through years early. The
potential value of share grants totaling 12
percent of the company is vast, but at least
the Tesla board has done much more than
the usual lip service in setting a serious
challenge.”
Antony Currie, Reuters Breakingviews
(January 23, 2018)
In the context of history, the financial targets
Tesla has set are lofty, if not extraordinary.
We note that CEO's Musk incentive targets
call for Tesla's revenue to grow at a 32%
compounded rate for the next 10 years, and
its market cap to grow at 28% per year over
the next 10 years – there are only two
companies in history that have grown
revenue from ~$11B to $100B in less than
10 years (Apple and Amazon).”
Toni Sacconaghi, Bernstein
(February 7, 2018)
It’s breathtaking both in size and in terms of
performance required to earn it…Like
everything Musk is involved in, whether it’s
building a company from scratch or
launching satellites into space, this is
beyond expectation.”
Anders Melin, Brandon Kochkodin, Dana
Hull, Bloomberg (January 23, 2018)
Elon Musk will remain at Tesla under a 10-
year, all-or-nothing pay package that
demands massive growth. The
agreement…requires that Tesla grow in $50
billion leaps, to a staggering $650 billion
market capitalization. Tesla must also hit a
series of escalating revenue and adjusted
profit targets, only after which Musk would
vest stock options worth 1 percent of
company shares.”
Jamie Cook, CFA, Credit Suisse
(January 26, 2018)
…Targets That Most Thought Were Impossible for Tesla to Achieve
16
Mr. Musk’s new compensation plan… is perhaps the most radical
in corporate history: Mr. Musk will be paid only if he reaches a
series of jaw-dropping milestones based on the company’s market
value and operations. Otherwise, he will be paid nothing… As
executive compensation plans go, Tesla’s is about as friendly to
shareholders as they come.”
Andrew Ross Sorkin,
The New York Times (January 23, 2018)
Even compared with the bullish financial modelling that has
propelled Tesla to its current valuation, its new executive pay
targets outlined last week look pretty ambitious… [O]nly three
companies had a market value of more than $650bn at the end of
2017: Apple, Microsoft and Alphabet (Google’s parent). GM’s
market capitalisation is $61.5bn and Ford is worth $41bn.”
Karl West, The Guardian (January 26, 2018)
The unusual package is based entirely on performance,
guaranteeing no salary and no bonus, and requires Musk to reach
aggressive market capitalization and financial goals in order to be
paid. He would also have to hold onto his shares for five years
after he receives them before selling, a rare stipulation that’s
viewed as particularly shareholder-friendly…Yet compensation
experts said the biggest message Musk’s new pay plan may be
designed to send is not just that Tesla intends to take an
unusually performance-driven approach to paying its CEO. It’s
that the company has galaxy-size ambitions for its growth and
aims to rival the planet’s largest tech companies over the next
decade.”
Jena McGregor, Washington Post (January 23, 2018) |
| © 2024 Tesla, Inc.
And subsequent say-on-pay proposals and the election of members of the Compensation Committee have all received strong support from stockholders
The 2018 Award Was Overwhelmingly Approved by Stockholders
Our two say-on-pay proposals following the 2018 Award
received strong support from stockholders
Each of the members of the Compensation Committee
who has stood for election after the 2018 Award has
received strong support
Support for Tesla’s Say-on-Pay Proposals1 Support for Compensation Committee
Members at Next Annual Meeting1
73%
of disinterested
stockholders voted to approve
Support for 2018 CEO Performance Award
2018 2020 & 2023 2018, 2019 & 2020
85%
91%
2020 2023
1. Source: Company filings. Vote refers to votes “For” divided by votes “For” plus votes “Against,” inclusive of votes cast by insiders. 17
89%
85%
81%
Antonio Gracias
(2018)
Ira Ehrenpreis
(2019)
Robyn Denholm
(2020) |
| © 2024 Tesla, Inc.
2017-2023
Revenue Growth1
2017-2023
Adjusted EBITDA Growth1
2018-2023
Total Stockholder Return2
Motivated by the 2018 Award, Elon has led Tesla to significant growth that has surpassed that of other leading technology companies
The 2018 Award Did What It Was Supposed to Do
1 Source: Bloomberg and Company filings. Data is calendarized. NVIDIA data is calendarized by multiplying the totals from the beginning and ending January quarters by 1/3 and 2/3,
respectively (to represent the number of months in each quarter that fell within the calendar year), and adding those totals to the other three quarters within each calendar year. Adjusted
EBITDA refers to EBITDA plus stock-based compensation. 2. Source: Bloomberg. Data measures total stockholder return from March 21, 2018 to December 31, 2023.
1078%
TSLA NVDA AAPL MSFT GOOGL META AMZN
2482%
TSLA NVDA AMZN GOOGL MSFT META AAPL
723%
TSLA NVDA META AMZN GOOGL MSFT AAPL
18 |
| © 2024 Tesla, Inc.
In January 2024, Delaware Court overturned the will of Tesla stockholders
Ratification of the 2018 Award Protects Stockholder Democracy...
19
Ratification ensures stockholders’ voices are heard on this critical matter
As Tesla shareholders, we want our shareholder votes
to count (not be rescinded years later); we want Tesla
CEO Elon Musk to be compensated for his Past Work
(that is keep ALL stock options previously awarded for
meeting the 2018 Musk Incentive Comp Plan
milestones)… [We] [w]ould like the Board to explore
options to affirm the shareholder vote in support of
keeping […] Tesla’s 2018 CEO Compensation Plan
active and in place.”
Letter to Tesla's Board of Directors on
Behalf of 5,821 Stockholders
The requirements of the 2018 package
were extraordinarily ambitious — and they were
delivered. It is not reasonable for investors to expect to
re-absorb the canceled options and consider all
that value creation to have been delivered to us for
no consideration. Therefore, if it is legally advisable,
we suggest simply subjecting the original 2018
package to a new shareholder vote, accompanied
by expansive disclosure as to the process
undertaken and the potential conflicts of interest that
were considered at the time.”
T. Rowe Price
Shareholders voted overwhelmingly in favour of
the CEO’s compensation package in 2018. I
subsequently bought stock with full awareness and
understanding of the implications and nature of Elon’s
compensation structure. Contrary to the assumption of
ignorance or misinformation, my investment was made
after careful consideration and analysis of the
proposed incentives and their alignment with the
company’s long-term goals, as well as my own
aspirations for gains.”
Letter to the Delaware Court from a Tesla
stockholder
The Court sided with a stockholder plaintiff who owned just nine Tesla
shares when he sued, and who now seeks a fee of more than $5 billion
from Tesla (and its stockholders)
The Court’s decision overturned the will of stockholders – 73% of
disinterested stockholders voted to approve the 2018 Award |
| © 2024 Tesla, Inc. 20
Less costly option to compensate for past work and to incentivize Elon for the future
…While Ensuring We Compensate Our CEO As Promised
New Compensation
Award Would Be Costly
A functionally equivalent1 grant of
new options could result in an
accounting charge of more than
$25 billion, compared to the $2.3
billion granted in 2018
Per the Special Committee, Elon
Confirmed That the 2018 Award
Would Incentivize and Motivate
Him For the Future
Under Elon’s leadership, Tesla is well-positioned to lead in large and rapidly
growing markets, with an evolving and
vast ecosystem of transformative
technologies
Ratification Compensates Elon
for Value Created
Elon told the Committee he wants to
be treated fairly and with respect. He
performed, against all odds, in
accordance with the terms of the
deal, delivering extraordinary value
for Tesla stockholders
A deal should be a deal: stockholders approved the plan.
Elon hit the targets. We should hold up our end of the deal.
1. Refer to Special Committee report. |
| © 2024 Tesla, Inc.
Concern Raised… … What Actually Happened
Award locked in high-pay opportunities for years and
diminished Compensation Committee’s ability to adjust
pay levels to reflect shifts in performance or strategy.
No adjustment of pay levels was necessary. Within five years – half the time of
the 2018 award period – Elon met all performance metrics and transformed
the company’s financial profile.
Alternate operational goals provide for significant vesting
regardless of sustained profitability. Several tranches
could be earned based on either revenue or adjusted
EBITDA targets.
Other than two tranches, which were met based on revenue, every other
tranche was met based on hitting high EBITDA performance hurdles. Elon
successfully turned profit from a $2.2 billion loss to a $15.0 billion net income.1
Adjusted EBITDA targets excluded stock
compensation expense.
Elon delivered positive earnings beyond the amount returned as
compensation. Removing impact of all stock-based compensation expenses,
Tesla still hit each EBITDA target (unadjusted for stock-based
compensation) in short order.
Achieving targets would lead to high compensation level
for Elon without commensurate compounded revenue
growth and compounded share price growth (only slightly
outpacing S&P 500).
Elon delivered all tranches in five years, which translates to an astonishing
compound share price growth of 45%2 and a compound revenue growth of
47%.3 The actual stock price growth delivered was more than 9 times the
S&P 500 over the same period.4
Magnitude of the award was not discussed transparently
with investors.
The magnitude of the award was clearly outlined in the 2018 proxy statement,
including the value that would be realized upon achievement of the targets.
There is a lack of clear prohibitions against
repricing the grant. The options were not repriced and cannot be without stockholder approval.
1. Refers to 2017 and 2023 net loss / net income, as reported on Form 10-K, respectively. 2023 net income included a one-time non-cash tax benefit of $5.93 billion for the release of valuation
allowance on certain deferred tax assets. 2. Based on the period from March 21, 2018 to December 31, 2022. 3. Based on revenue growth from the last twelve months ended March 31, 2018 and
March 31, 2023, respectively. 4. Source: Bloomberg: Based on the period from March 21, 2018 to December 31, 2022.
∂
∂
∂
∂
∂
∂
Concerns Raised in 2018 Around the Award Did Not Materialize
21 |
| © 2024 Tesla, Inc.
PROPOSAL 3
Approve the redomestication of Tesla from
Delaware to Texas by conversion
Texas is Tesla’s home and future, and the Board believes
unifying operations and incorporation is in stockholders’ best
interests
Texas law aligns with Tesla’s mission
Stockholders have substantially equivalent rights under
Delaware and Texas law
No reduction in economic, governance, or litigation rights vis-à-vis Delaware
PROPOSAL 4
Ratify the 100% performance-based option
award to Elon that was approved by Tesla’s
stockholders in 2018
Avoids uncertainty about Elon’s motivation by honoring the
Company's contract and compensating Elon as we promised for
delivering extraordinary value, which he did
73% of disinterested stockholder votes were cast FOR the 2018
Award
Thousands of stockholders asked Tesla to let them vote again
now
Tesla needs stockholder support to ensure it fulfills its mission and continues to grow stockholder value
The Tesla Board of Directors Is Asking Stockholders to Vote FOR Proposals Three and Four
22 1. Source: FactSet. Based on change in market value from March 21, 2018 to December 31, 2023.
Tesla has been one of the most successful enterprises of our time
Tesla is leading the sustainability movement and has become the world’s leading automotive brand
In just the last six years, Tesla stockholders have seen more than $735 billion1 of market value creation
Our future depends on the continued execution against an ambitious agenda of innovation |
| Appendix |
| © 2024 Tesla, Inc.
The Special Committee Was Independent, Highly Qualified and Well Advised
24
Advised by Wholly Independent Advisors
Lead Counsel
Sidley Austin
Delaware Counsel
Abrams & Bayliss
Corporate Law and Governance Expert
University of Chicago Law School Professor
Financial Advisor
Houlihan Lokey
Kathleen Wilson-Thompson has been a member of the Tesla Board since December 2018. Ms. Wilson-Thompson
previously served as Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance,
Inc., a global pharmacy and wellbeing company, from December 2014 to January 2021, and as Senior Vice President
and Chief Human Resources Officer from January 2010 to December 2014. Prior to Walgreens, Ms. Wilson-Thompson
held various legal and operational roles at The Kellogg Company, a food manufacturing company, from January 1991 to
December 2009, including most recently as its Senior Vice President, Global Human Resources. Ms. Wilson-Thompson
also serves on the boards of directors of Wolverine World Wide, Inc. and McKesson Corp. Ms. Wilson-Thompson holds
an A.B. in English Literature from the University of Michigan and a J.D. and L.L.M. (Corporate and Finance Law) from
Wayne State University.
Kathleen Wilson-Thompson
Independent Director
National reputation; prior C-Suite and other
director roles at Fortune 500 companies
Personally spent over 200 hours on
Committee’s process
No personal ties to Elon or other directors |
| © 2024 Tesla, Inc.
Reconciliation of GAAP to Non-GAAP Financial Information
(Unaudited)
25
In millions of USD 2017 2023
Net (loss) income attributable to common stockholders (GAAP) (1,962) 14,997
Interest expense 471 156
Provision for (benefits from) income taxes 32 (5,001)
Depreciation, amortization and impairment 1,636 4,667
Stock-based compensation expense 467 1,812
Adjusted EBITDA (non-GAAP) 644 16,631 |
| For questions, contact our proxy solicitor,
Innisfree M&A Incorporated
+1 (877) 800-5182 (U.S. and Canada)
+1 (412) 232-3651 (all other countries)
26 |
| © 2024 Tesla, Inc. 28
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. |
On May 23, 2024, Elon Musk posted the following
on X.
Additional Information and Where to Find It
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.
Tesla (NASDAQ:TSLA)
過去 株価チャート
から 8 2024 まで 9 2024
Tesla (NASDAQ:TSLA)
過去 株価チャート
から 9 2023 まで 9 2024