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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 7, 2021 

 

Tesla, Inc.

(Exact Name of Registrant as Specified in Charter) 

 

  

 

 

 

 

Delaware

 

001-34756

 

91-2197729

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

3500 Deer Creek Road

Palo Alto, California 94304

(Address of Principal Executive Offices, and Zip Code)

 

(650) 681-5000

Registrant’s Telephone Number, Including Area Code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

TSLA

The Nasdaq Global Select Market

 

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 5.07

     Submission of Matters to a Vote of Security Holders.

 

At Tesla, Inc.’s (“Tesla”) 2021 Annual Meeting of Stockholders (the “Annual Meeting”) held on October 7, 2021, Tesla’s stockholders voted on the following nine proposals and Tesla’s inspector of election certified the vote tabulations indicated below.

 

Proposal 1

 

The individuals listed below were elected as Class II 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.

 

 

For

Against

Abstained

Broker Non-Votes

James Murdoch

411,565,464

175,158,627

6,616,291

172,084,569

Kimbal Musk

473,486,890

117,345,144

2,508,349

172,084,569

 

Proposal 2

 

Proposal 2 was a management proposal to adopt amendments to Tesla’s certificate of incorporation to reduce director terms to two years. This proposal was not approved because it did not constitute at least 66 2/3% of the total outstanding shares of Tesla’s common stock.

 

For

Against

Abstained

Broker Non-Votes

590,125,430

2,685,981

529,202

172,084,569

 

Proposal 3

 

Proposal 3 was a management proposal to adopt amendments to Tesla’s certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements. This proposal was not approved because it did not constitute at least 66 2/3% of the total outstanding shares of Tesla’s common stock.

 

For

Against

Abstained

Broker Non-Votes

358,741,943

38,348,031

194,487,735

173,847,242

 

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, 2021. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

759,521,206

4,675,596

1,228,380

—

 

Proposal 5

 

Proposal 5 was a non-binding advisory stockholder proposal regarding reduction of director terms to one year.  This stockholder proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

314,635,765

260,929,367

17,775,250

172,084,569

 

Proposal 6

 

 

 

Proposal 6 was a non-binding advisory stockholder proposal regarding additional reporting on diversity and inclusion efforts.  This stockholder proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

323,395,861

244,892,561

25,052,192

172,084,569

 

Proposal 7

 

Proposal 7 was a non-binding advisory stockholder proposal regarding reporting on employee arbitration.  This stockholder proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

265,528,657

307,087,258

20,724,698

172,084,569

 

Proposal 8

 

Proposal 8 was a non-binding advisory stockholder proposal regarding assigning responsibility for strategic oversight of human capital management to an independent board-level committee.  This stockholder proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

187,798,567

368,603,592

36,938,454

172,084,569

 

Proposal 9

 

Proposal 9 was a non-binding advisory stockholder proposal regarding additional reporting on human rights.  This stockholder proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

148,684,322

427,124,353

17,531,938

172,084,569

 

 

 

 

 

 

 

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.

 

 

 

TESLA, INC.

 

 

 

By:

 

/s/ Zachary J. Kirkhorn

 

 

Zachary J. Kirkhorn

Chief Financial Officer

Date: October 13, 2021

 

 

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