UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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For |
Against |
Abstained |
Broker Non-Votes |
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Elon Musk |
1,804,966,970 |
86,064,052 |
2,036,265 |
526,990,497 |
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Robyn Denholm |
1,399,563,540 |
482,406,961 |
11,096,787 |
526,990,497 |
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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.
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For |
Against |
Abstained |
Broker Non-Votes |
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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.
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1 Year |
2 Years |
3 Years |
Abstained |
Broker Non-Votes |
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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.
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For |
Against |
Abstained |
Broker Non-Votes |
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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.
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For |
Against |
Abstained |
Broker Non-Votes |
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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.
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For |
Against |
Abstained |
Broker Non-Votes |
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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.
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TESLA, INC. |
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By: |
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/s/ Zachary J. Kirkhorn |
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Zachary J. Kirkhorn Chief Financial Officer |
Date: May 22, 2023