Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On November 17, 2016, Tesla
Motors, Inc. (
Tesla
) held a special meeting of stockholders (the
Special Meeting
) relating to Teslas proposed acquisition of SolarCity Corporation (
SolarCity
) pursuant to the terms of
the Agreement and Plan of Merger, dated as of July 31, 2016 (the
Merger Agreement
), among Tesla, SolarCity and D Subsidiary, Inc., a wholly owned subsidiary of Tesla (
Merger Sub
), pursuant to which Merger Sub
will merge with and into SolarCity (the
Merger
), with SolarCity surviving as a wholly owned subsidiary of Tesla. At the Special Meeting, Teslas stockholders voted on the following matters: (1) a proposal to adopt the
Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger and the issuance of Tesla common stock, par value $0.001 per share (
Tesla Common Stock
), in connection with the Merger (the
Tesla Share Issuance
, and such proposal, the
Tesla Merger and Share Issuance Proposal
), and (2) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event
there were not sufficient votes to approve the Tesla Merger and Share Issuance Proposal (the
Tesla Adjournment Proposal
).
Approval of the Tesla Merger and Share Issuance Proposal required (1) pursuant to the NASDAQ Stock Market Rules, the affirmative vote of the
holders of a majority of the total votes of shares of Tesla Common Stock cast in person or by proxy at the Special Meeting to approve the Tesla Share Issuance, and (2) pursuant to the Merger Agreement, the affirmative vote of the holders of a
majority of the shares of Tesla Common Stock not owned, directly or indirectly, by the directors and named executive officers of SolarCity, including Messrs. Elon Musk, Antonio Gracias and Jeffrey B. Straubel and certain of their affiliates (such
stockholders, the
Excluded Tesla Parties
), cast in person or by proxy at the Special Meeting.
Approval of the Tesla
Adjournment Proposal required the affirmative vote of the holders of a majority of the total votes of shares of Tesla Common Stock present or represented by proxy at the Special Meeting.
As of September 23, 2016, the record date for the Special Meeting, there were 149,792,626 shares of Tesla Common Stock outstanding and
entitled to vote at the Special Meeting. Excluding shares held or voted by the Excluded Tesla Parties, there were 118,044,090 shares of Tesla Common Stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a
total of 113,174,058 shares of Tesla Common Stock were present in person or represented by proxy, constituting a quorum to conduct business.
The stockholders of Tesla approved the Tesla Merger and Share Issuance Proposal. Although sufficient votes were received to approve the Tesla
Adjournment Proposal, no motion to adjourn was made because the Tesla Merger and Share Issuance Proposal was approved. The results of the stockholder vote are reported below:
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(1)
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With respect to the approval of the Tesla Merger and Share Issuance Proposal, the votes, including shares held by the Excluded Tesla Parties, were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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100,537,323
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12,067,314
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569,421
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0
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With respect to the approval of the Tesla Merger and Share Issuance Proposal, the votes, excluding shares held
by the Excluded Tesla Parties, were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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68,788,787
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12,067,314
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569,421
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0
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The votes cast in favor of the Tesla Merger and Share Issuance Proposal constituted approximately 85.1% of all
votes cast in person or by proxy at the Special Meeting, excluding shares held or voted by the Excluded Tesla Parties.
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(2)
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With respect to the approval of the Tesla Adjournment Proposal, the votes were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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101,069,085
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11,385,376
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719,597
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0
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