Current Report Filing (8-k)

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): April 23, 2020

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 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers.

(d)

On and effective as of April 23, 2020, the authorized number of directors on the Board of Directors (the “Board”) of Tesla, Inc. (“Tesla”) was increased from nine to ten, and Hiromichi Mizuno was appointed to serve as a member of the Board as well as a member of the Audit Committee of the Board.

There are no related party transactions between Tesla and Mr. Mizuno that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Mizuno is eligible to receive compensation pursuant to Tesla’s standard outside director compensation package as previously approved by the Board, including an initial award of an option to purchase 2,778 shares of Tesla’s common stock, vesting and exercisable on June 18, 2020 assuming continued service on such date, and for serving on the Audit Committee, an initial award of an option to purchase 4,000 shares of Tesla’s common stock, vesting in 12 equal monthly tranches assuming continued service on each vesting date.

A copy of the post published on Tesla’s website blog on April 23, 2020 announcing the appointment of Mr. Mizuno to the Board is attached as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Blog Post, dated April 23, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.