Tesla (TSLA) investor urges support for binding governance Proposal 6

Rhea-AI Filing Summary

Tesla shareholder John Chevedden is urging investors to support Proposal 6, a binding governance measure at Tesla Inc. He argues that this proposal is needed to ensure Tesla is governed more democratically by majority shareholder votes and to increase accountability to non-Musk shareholders. The materials stress that many prior votes on the same topic have received majority shareholder support.

Chevedden notes that Proposal 6 requires approval by 66-2/3% of all Tesla shares outstanding, meaning any share that is not voted effectively counts against it. He contends that adoption of Proposal 6 would clear the way for annual election of each Tesla director, which he believes would reduce overreliance on Elon Musk and keep management focused on Tesla shareholder value. He asks shareholders to follow the voting procedures in Tesla’s proxy materials and not to send him their proxy cards.

Insights

Corporate governance analyst

Shareholder advocates a binding governance proposal to increase director accountability at Tesla.

The communication from Tesla shareholder John Chevedden focuses entirely on Proposal 6, described as a binding measure intended to make Tesla more democratically governed by majority shareholder votes. He highlights that similar topics have previously received majority support at multiple Tesla annual meetings, suggesting a recurring shareholder concern around governance structure.

A key point is that Proposal 6 must secure a 66-2/3% vote of all Tesla shares outstanding. The author emphasizes that non-voting shares effectively count as votes against, which raises the practical hurdle and places importance on turnout rather than just support among voting shareholders. He also links adoption of Proposal 6 to potential annual election of each Tesla director, framed as a way to increase director accountability and oversight of Elon Musk’s role and compensation.

Overall, this communication seeks to mobilize shareholders to participate in the vote using the existing proxy materials, without soliciting proxies directly. The actual impact will depend on how many shareholders vote and whether the supermajority threshold is reached at the annual meeting.

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, Tesla Shareholder since 2020

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.

Urge every Tesla shareholder you know to vote for Proposal 6

It is especially important to vote for the binding Tesla Proposal 6 in order to have Tesla governed democratically by majority Tesla shareholder votes

Proposal 6 will make Tesla more accountable to the non-Musk Tesla shareholders and will help to keep Mr. Musk focused on Tesla. The topic of Proposal 6 has repeatedly won majority support from Tesla shareholders at multiple Tesla annual shareholder meetings.

This is all the more important because this may be the last chance for the topic of Proposal 6 to be approved by Tesla shareholders since Mr. Musk plans to take greater voting control of Tesla. Plus Proposal 6 requires a 66-2/3% vote from all Tesla shares outstanding and a substantial number of Tesla shares do not vote. A Tesla share that does not vote is the same as a vote against Proposal 6.

Adoption of Proposal 6 will pave the way for annual election of each Tesla director. Annual election of each Tesla director will tend to prevent Tesla directors from being lap-dogs for Mr. Musk and Mr. Musk’s outrageous pay packages.

Vote for Proposal 6 to keep Mr. Musk focused on Tesla shareholder value

FAQ

What is Proposal 6 at Tesla (TSLA) that this notice supports?

Proposal 6 is described as a binding governance proposal aimed at having Tesla governed more democratically by majority shareholder votes and making the company more accountable to non-Musk shareholders.

Who is filing this exempt solicitation related to Tesla (TSLA) Proposal 6?

The exempt solicitation is filed by John Chevedden, identified as a Tesla shareholder since 2020, who is relying on Rule 14a-6(g)(1) to distribute these written materials.

What voting threshold does Tesla’s Proposal 6 need to be adopted?

The materials state that Proposal 6 requires approval by 66-2/3% of all Tesla shares outstanding, and that a share that does not vote is effectively treated the same as a vote against the proposal.

How does the proponent say Proposal 6 would affect Tesla’s board elections?

The notice says that adoption of Proposal 6 would pave the way for annual election of each Tesla director, which the proponent believes would increase director accountability and oversight.

Does this Tesla (TSLA) communication ask shareholders to send in their proxy cards?

No. It explicitly states this is not a solicitation of authority to vote proxies and asks shareholders not to send proxy cards, but instead to vote by following the procedures in Tesla’s official proxy materials.

What main outcome does the proponent expect from a yes vote on Proposal 6 at Tesla?

The proponent expects that a yes vote will increase accountability to non-Musk shareholders, encourage annual elections for all directors, and help keep management focused on Tesla shareholder value.