Current Report Filing (8-k)
June 10 2015 - 5:23PM
Edgar (US Regulatory)
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)
June 8, 2015
Tesla Motors,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34756 |
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91-2197729 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
3500 Deer Creek Road
Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(650) 681-5000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
As announced on June 9, 2015, Deepak Ahuja intends to retire after having served as the Chief Financial Officer of Tesla Motors, Inc.
(Tesla) for the past seven years. Until his retirement, Mr. Ahuja will continue to serve as Teslas Chief Financial Officer and will perform all duties associated with that role. Additionally, Mr. Ahuja will assist
in the selection of his successor and will remain at Tesla as long as necessary to ensure that an effective transition takes place. Comments by Elon Musk, Teslas Chief Executive Officer, and Mr. Ahuja regarding Mr. Ahujas planned
retirement that were released by Tesla publicly on June 9, 2015 are attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 9, 2015, Tesla held its 2015 Annual
Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, Teslas stockholders voted on the following four proposals and Teslas 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 Teslas Board of Directors for a term of three years or until their respective successors are duly elected and qualified.
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For |
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Against |
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Abstained |
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Broker Non-Votes |
Antonio J. Gracias |
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72,172,424 |
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5,167,257 |
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318,369 |
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29,309,661 |
Kimbal Musk |
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72,945,568 |
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4,347,811 |
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364,671 |
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29,309,661 |
Proposal 2
Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as Teslas independent registered public accounting firm for
fiscal year ending December 31, 2015, as described in the proxy materials. This proposal was approved.
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For |
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Against |
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Abstained |
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Broker Non-Votes |
105,912,433 |
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561,604 |
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493,674 |
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Proposal 3
Proposal 3 was a stockholder proposal presented by Mr. Mark Peters, as described in the proxy materials. This stockholder proposal was not approved.
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For |
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Against |
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Abstained |
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Broker Non-Votes |
614,771 |
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70,258,210 |
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6,785,069 |
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29,309,661 |
Proposal 4
Proposal 4 was a stockholder proposal presented by Ms. Elizabeth Farrell Peters, as described in the proxy materials. This stockholder proposal was not
approved.
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For |
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Against |
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Abstained |
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Broker Non-Votes |
531,462 |
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66,998,279 |
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10,128,309 |
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29,309,661 |
Item 9.01 |
Financial Statements and Exhibits. |
(d)
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Exhibit No. |
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Description |
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99.1 |
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Comments by Elon Musk and Deepak Ahuja, released publicly by Tesla Motors, Inc. on June 9, 2015. |
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.
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TESLA MOTORS, INC. |
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By: |
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/s/ Todd A. Maron |
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Todd A. Maron General
Counsel |
Date: June 10, 2015
Exhibit 99.1
Elon Musk: Deepak is a valuable member of the Tesla executive team. Together, we overcame the challenges of the early days at Tesla. As our first CFO,
he guided us through several investment rounds, led the effort to take Tesla public, helped us become a strong business based on solid gross margins, and built a very strong finance team. The Board and the entire company thank him for his
dedication. We wish him the best in the new phase of his life ahead.
Deepak Ahuja: The decision to leave one of the most innovative and
exciting companies in the world was very difficult. There is never a good time to leave, but I feel satisfied that I will be transitioning after building a solid foundation for Teslas long term success. Working under Elons leadership has
been an honor. I realized more potential in myself than I could have imagined. It has been a remarkable journey to be part of a leadership team that transformed Tesla from a pre-revenue start-up into a public company producing world-leading EVs and
revolutionizing energy storage. I also want to thank my finance team, who consistently show the highest degree of passion, resourcefulness and resilience, as embodied by Teslas culture. My time at Tesla has been a nonstop adrenaline rush. It
is time for me to check a few things off my bucket list and pursue other life goals.
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