tsla-def14a_20220804.htm

DEF 14A 1 tsla-def14a_20220804.htm DEF 14A tsla-def14a_20220804.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 all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 4, 2022

Dear Tesla Stockholders:

We are pleased to inform you that our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) will be held on Thursday, August 4, 2022, at 4:30 p.m. Central Time, both virtually via the Internet at www.meetnow.global/MJKP2QF and in person for a limited number of stockholders at Tesla’s Gigafactory Texas located at 1 Tesla Road, Austin, TX 78725. For your convenience, we will also webcast the 2022 Annual Meeting live via the Internet at www.tesla.com/2022shareholdermeeting. The agenda of the 2022 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 III 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”).	“FOR”

4.	A Tesla proposal for adoption of amendments to certification of incorporation to increase the number of authorized shares of common stock by 4,000,000,000 shares (“Proposal Four”).	“FOR”

5.	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, 2022 (“Proposal Five”).	“FOR”

Stockholder Proposals

6.	A stockholder proposal regarding proxy access, if properly presented (“Proposal Six”).	“AGAINST”

7.	A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented (“Proposal Seven”).	“AGAINST”

8.	A stockholder proposal regarding annual reporting on board diversity, if properly presented (“Proposal Eight”).	“AGAINST”

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

10.	A stockholder proposal regarding reporting on lobbying, if properly presented (“Proposal Ten”).	“AGAINST”

11.	A stockholder proposal regarding adoption of a freedom of association and collective bargaining policy, if properly presented (“Proposal Eleven”).	“AGAINST”

12.	A stockholder proposal regarding additional reporting on child labor, if properly presented (“Proposal Twelve”).	“AGAINST”

13.	A stockholder proposal regarding additional reporting on water risk, if properly presented (“Proposal Thirteen”).	“AGAINST”

All stockholders as of close of business on June 6, 2022 are cordially invited to attend the 2022 Annual Meeting virtually via the Internet at www.meetnow.global/MJKP2QF. We will also accommodate a limited number of stockholders in person at Gigafactory Texas.

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 June 6, 2022 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 June 6, 2022 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 2022 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 2022 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 2022 Annual Meeting on August 4, 2022 both virtually via the Internet and in person for a limited number of stockholders, 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 2022 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 2022 ANNUAL MEETING OF STOCKHOLDERS

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on August 4, 2022

SEC Form DEF 14A filed by Tesla Inc.