Shareholder pushes Tesla (TSLA) simple majority votes, targets director Ira Ehrenpreis

Rhea-AI Filing Summary

A Tesla shareholder, John Chevedden, has filed an exempt solicitation urging fellow investors how to vote at the Tesla annual meeting. He asks shareholders to vote for Proposal 6 (a binding simple majority voting amendment) and for Proposal 13 (an advisory simple majority voting proposal). The filing explains that Proposal 6 needs a 66-2/3% vote of all shares outstanding, while many Tesla shares historically do not vote, so it could fail even with strong support from votes cast. Proposal 13 only requires a simple majority of shares that actually vote. Chevedden also urges a vote against director Ira Ehrenpreis, chair of Tesla’s Governance Committee, arguing the board did not follow the 2024 advisory proposal for annual election of each director, which he notes received 54% support.

Notice of Exempt Solicitation (TSLA)

Notice of Exempt Solicitation Pursuant to Rule 14a-103
Name of Registrant:  Tesla Inc. (TSLA)    
Name of person relying on exemption: John Chevedden,
Address of persons relying on exemption: POB 2673, Redondo Beach, CA 90278

These written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. John Chevedden does not beneficially own more than $5 million of the class of subject securities, and this notice of exempt solicitation is therefore being provided on a voluntary basis.

This is not a solicitation of authority to vote your proxy.  
Please DO NOT send me your proxy card; the shareholder is not able to vote your proxies, nor does this communication contemplate such an event.  

The shareholder asks all shareholders to vote by following the procedural instructions provided in the proxy materials. 

Vote for both Simple Majority Vote Proposals, the binding Proposal 6 and the advisory Proposal 13

Vote against Mr. Ira Ehrenpreis, Chair of the Tesla Governance Committee

The reason to vote for both Proposal 6 and 13 is that Proposal 6 requires a 66-2/3% vote from all shares outstanding and a substantial number of Tesla shares do not vote. Thus there is serious a risk that proposal 6 will fail because so many Tesla shares do not vote.

Proposal 13 requires a 50.1% vote from those shares that vote at the Tesla annual meeting. It is important that at least one simple majority vote proposal be approved at the Tesla annual meeting. The topic of Proposal 6 and 13 routinely obtains more than 90% support from the shareholders at a wide range of companies.

It is important to note that the 2024 shareholder proposal for annual election of each Tesla director received 54% support at the 2024 Tesla annual meeting. The usual practice for companies, that value their relationship with shareholders, is to put such a successful advisory shareholder proposal on the ballot as a binding company proposal at the next annual meeting. Tesla failed to do so.

Thus Mr. Ira Ehrenpreis, Chair of the Tesla Governance Committee, deserves an against vote at the 2025 Tesla annual meeting. It is important that each Tesla director be accountable to a shareholder vote every year and Mr. Ehrenpreis needs to be reminded of this.
 

FAQ

What is the main purpose of this Tesla (TSLA) exempt solicitation PX14A6G?

The filing communicates a shareholder’s voting recommendations for Tesla’s annual meeting. John Chevedden urges investors to support Proposal 6 and Proposal 13 on simple majority voting and to vote against director Ira Ehrenpreis, who chairs the Governance Committee.

How does the Tesla shareholder recommend voting on Proposals 6 and 13 for TSLA?

The shareholder recommends voting for Proposal 6, a binding simple majority vote proposal that needs a 66-2/3% approval of all outstanding shares, and for Proposal 13, an advisory simple majority vote proposal that needs a 50.1% majority of shares that vote at the meeting.

Why does the Tesla (TSLA) solicitation support both simple majority vote proposals?

The filing states that because Proposal 6 must receive a 66-2/3% vote of all outstanding shares, non-voting shares create a risk it could fail. Proposal 13 only requires a simple majority of shares that vote, so supporting both is described as a way to increase the likelihood that at least one simple majority voting measure is approved.

What voting recommendation does this PX14A6G make regarding Tesla director Ira Ehrenpreis?

The shareholder urges voting against Mr. Ira Ehrenpreis, chair of the Tesla Governance Committee. The reason given is that the board did not place a binding proposal on the ballot after a 2024 advisory proposal for annual election of each Tesla director received 54% support, which the filer contrasts with practices at companies that, in his view, value shareholder relations.

How does the Tesla shareholder reference prior voting results in this solicitation?

The filing notes that in 2024 a shareholder proposal calling for the annual election of each Tesla director received 54% support. The filer argues that companies typically follow such majority-supported advisory proposals by submitting a binding version the next year and criticizes Tesla for not doing so.

Is this Tesla (TSLA) communication asking shareholders to send proxy cards to the filer?

No. The document explicitly states that this is not a solicitation of authority to vote proxies and asks shareholders not to send proxy cards to the filer. Instead, shareholders are asked to vote by following the procedural instructions in Tesla’s official proxy materials.