false 0001318605 0001318605 2023-05-16 2023-05-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 16, 2023 

 

Tesla, Inc.

(Exact Name of Registrant as Specified in Charter) 

 

  

 

 

 

 

Delaware

 

001-34756

 

91-2197729

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

1 Tesla Road

Austin, Texas 78725

(Address of Principal Executive Offices, and Zip Code)

 

(512) 516-8177

Registrant’s Telephone Number, Including Area Code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

TSLA

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At Tesla, Inc.’s (“Tesla”) 2023 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 16, 2023, Tesla’s stockholders voted on the following six proposals and Tesla’s inspector of election certified the vote tabulations indicated below.

 

Proposal 1

 

The individuals listed below were elected as Class I directors at the Annual Meeting to serve on Tesla’s Board of Directors (“Board”) for a term of three years or until their respective successors are duly elected and qualified.

 

 

For

Against

Abstained

Broker Non-Votes

Elon Musk

1,804,966,970

86,064,052

2,036,265

526,990,497

Robyn Denholm

1,399,563,540

482,406,961

11,096,787

526,990,497

JB Straubel

1,629,080,812

261,498,153

2,488,323

526,990,497

 

Proposal 2

 

Proposal 2 was a management proposal to approve executive compensation on a non-binding advisory basis. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

1,714,112,661

172,116,060

6,838,566

526,990,497

 

Proposal 3

 

Proposal 3 was a management proposal to approve the frequency of future votes on executive compensation on a non-binding advisory basis. “1 Year” was approved. The Board will consider the results of this non-binding advisory vote, and make its recommendation for the frequency of future votes on executive compensation prior to the applicable deadline.

 

1 Year

2 Years

3 Years

Abstained

Broker Non-Votes

1,053,432,376

6,787,189

801,283,053

31,564,360

526,990,497

 

Proposal 4

 

Proposal 4 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

2,389,300,488

26,447,821

4,309,476

0

 

Proposal 5

 

Proposal 5 was a non-binding advisory stockholder proposal regarding reporting on key-person risk. This proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

109,763,690

1,768,867,381

14,436,216

526,990,497

 

Proposal 6

 

Proposal 6 was a stockholder proposal raised from the floor regarding reporting on child labor and forced labor. This proposal was not approved.

 

 


 

 

For

Against

Abstained

Broker Non-Votes

0

2,420,047,519

0

0

 

 

 


 


 

 

                                                                              

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TESLA, INC.

 

 

 

By:

 

/s/ Zachary J. Kirkhorn

 

 

Zachary J. Kirkhorn

Chief Financial Officer

Date: May 22, 2023