tsla-def14a_20210826.htm

DEF 14A 1 tsla-def14a_20210826.htm DEF 14A tsla-def14a_20210826.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

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 Pursuant to Section 240.14a-11 (c) or Section 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 the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount previously paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 7, 2021

Dear Tesla Stockholders:

We are pleased to inform you that our 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) will be held on Thursday, October 7, 2021, at 2:30 p.m. Pacific Time, at Tesla’s Fremont Factory located at 45500 Fremont Boulevard, Fremont, CA 94538. For your convenience, we will also webcast the 2021 Annual Meeting live via the Internet at www.tesla.com/2021shareholdermeeting. The agenda of the 2021 Annual Meeting will be the following items of business, which are more fully described in this proxy statement:

Agenda Item			Board Vote Recommendation

Tesla Proposals

1.	A Tesla proposal to elect two Class II directors to serve for a term of three years, subject to the approval of Proposal Two, or until their respective successors are duly elected and qualified (“Proposal One”).	“FOR”

2.	A Tesla proposal for adoption of amendments to certificate of incorporation to reduce director terms to two years (“Proposal Two”).	“FOR”

3.	A Tesla proposal for adoption of amendments to certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements (“Proposal Three”).	“NONE”

4.	A Tesla proposal to ratify the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal Four”).	“FOR”

Stockholder Proposals

5.	A stockholder proposal regarding reduction of director terms to one year, if properly presented (“Proposal Five”).	“AGAINST”

6.	A stockholder proposal regarding additional reporting on diversity and inclusion efforts, if properly presented (“Proposal Six”).	“AGAINST”

7.	A stockholder proposal regarding reporting on employee arbitration, if properly presented (“Proposal Seven”).	“AGAINST”

8.	A stockholder proposal regarding assigning responsibility for strategic oversight of human capital management to an independent board-level committee, if properly presented (“Proposal Eight”).	“AGAINST”

9.	A stockholder proposal regarding additional reporting on human rights, if properly presented (“Proposal Nine”).	“AGAINST”

All stockholders as of close of business on August 9, 2021 are cordially invited to attend the 2021 Annual Meeting in person. Please read this proxy statement carefully to ensure that you have proper evidence of stock ownership as of August 9, 2021, as we will not be able to accommodate guests without such evidence at the 2021 Annual Meeting.

Due to evolving regulations regarding travel and gatherings, we will announce more specific details regarding check-in procedures for the 2021 Annual Meeting closer to the date of the 2021 Annual Meeting.

We are providing our proxy materials to our stockholders over the Internet. This reduces our environmental impact and our costs while ensuring our stockholders have timely access to this important information. Accordingly, stockholders of record at the close of business on August 9, 2021 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with details on accessing these materials. Beneficial owners of Tesla common stock at the close of business on August 9, 2021 will receive separate notices on behalf of their brokers, banks or other intermediaries through which they hold shares.

Your vote is very important. Whether or not you plan to attend the 2021 Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the 2021 Annual Meeting and Procedural Matters” and the instructions on the Notice of Internet Availability or the notice you receive from your broker, bank or other intermediary.

Thank you for your ongoing support of Tesla.




Elon Musk		Robyn Denholm

Although we currently intend to hold the 2021 Annual Meeting on October 7, 2021 and in person, we will continue to monitor public health and travel safety protocols required or recommended by federal, state and local governments. If necessary or advisable to protect our personnel and stockholders, we will change the date, time, location and/or format of the 2021 Annual Meeting and/or require specific attendance conditions or procedures. If we do so, we will publicly announce any such changes in advance, such as through a press release and/or a filing with the Securities and Exchange Commission.

PROXY STATEMENT

FOR 2021 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

		Page
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on October 7, 2021		1
Questions and Answers About the 2021 Annual Meeting and Procedural Matters		1
Proposal One — Tesla Proposal for Election of Directors		9
General		9
Nominees for Class II Directors		9
Information Regarding the Board and Director Nominees		9
Proposal Two — Tesla Proposal for Adoption of Amendments to Certificate of Incorporation to Reduce Director Terms to Two Years		13
General		13
Summary of the Proposed Amendment		13
Reasons for the Proposed Amendment		14
Proposal Three — Tesla Proposal for Adoption of Amendments to Certificate of Incorporation and Bylaws to Eliminate Applicable Supermajority Voting Requirements		15
General		15
Summary of the Proposed Amendments		15
Rationale for the Proposal		16
Proposal Four —Tesla Proposal for Ratification of Appointment of Independent Registered Public Accounting Firm		17
General		17
Principal Accounting Fees and Services		17
Pre-Approval of Audit and Non-Audit Services		17
Proposal Five — Stockholder Proposal Regarding Reduction of Director Terms to One Year		18
Stockholder Proposal and Supporting Statement		18
Opposing Statement of the Board		19
Proposal Six — Stockholder Proposal Regarding Additional Reporting on Diversity and Inclusion Efforts		20
Stockholder Proposal and Supporting Statement		20
Opposing Statement of the Board		21
Proposal Seven — Stockholder Proposal Regarding Reporting on Employee Arbitration		22
Stockholder Proposal and Supporting Statement		22
Opposing Statement of the Board		23
Proposal Eight — Stockholder Proposal Regarding Assigning Responsibility for Strategic Oversight of Human Capital Management to an Independent Board-Level Committee		24
Stockholder Proposal and Supporting Statement		24
Opposing Statement of the Board		25
Proposal Nine — Stockholder Proposal Regarding Additional Reporting on Human Rights		26
Stockholder Proposal and Supporting Statement		26
Opposing Statement of the Board		27
Corporate Governance		29
Investor Outreach		29
Code of Business Conduct and Ethics and Corporate Governance Guidelines		29
Director Independence		29
Board Leadership Structure		30
Board Role in Risk Oversight		30
Board Meetings and Committees

SEC Form DEF 14A filed by Tesla, Inc.