Tesla’s Chairman Urges Stockholders to Approve Texas Reincorporation

In a recent letter from Tesla Board Chair Robyn Denholm, a focus was placed on Tesla’s proposed reincorporation to Texas. Denholm highlighted that Texas is already home to Tesla’s headquarters and Giga Texas, its flagship production facility. She emphasized that thousands of Tesla employees and some executives have also moved to Texas.

Denholm also stated that Delaware is no longer the right jurisdiction for Tesla and that the company has been considering a move out of Delaware for some time. According to Denholm, Tesla could see several benefits from being reincorporated in Texas. She expressed the need to be incorporated in a state that would protect stockholder rights while supporting the kind of innovation that has driven strong stockholder returns in recent years.

Denholm cited Texas as the state that fulfills these criteria. In a separate letter addressed to fellow stockholders, Denholm urged for support in voting for Proposal Three, which relates to the redomestication of Tesla in the State of Texas, and Proposal Four, concerning the ratification of the 2018 CEO Performance Award. She emphasized the importance of these proposals to Tesla’s future and specifically highlighted the significance of Texas as the company’s business and potentially legal home.

The decision on Proposals Three and Four will be announced at the 2024 Annual Stockholders’ Meeting scheduled for June 13, 2024, to be held at Giga Texas. Tesla has communicated these matters to its shareholders, seeking their understanding and support.

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