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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): September 22, 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 5.07

     Submission of Matters to a Vote of Security Holders.

 

At Tesla, Inc.’s (“Tesla”) 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on September 22, 2020, Tesla’s stockholders voted on the following seven proposals and Tesla’s inspector of election certified the vote tabulations indicated below.

 

Proposal 1

 

The individuals listed below were elected as Class I 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

Elon Musk

110,328,940

953,331

429,800

41,621,031

Robyn Denholm

90,590,973

20,857,780

263,318

41,621,031

Hiromichi Mizuno

111,178,487

269,438

264,145

41,621,031

 

Proposal 2

 

Proposal 2 was a management proposal to approve Tesla’s executive compensation on a non-binding advisory basis. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

93,570,712

17,102,888

1,038,471

41,621,031

 

Proposal 3

 

Proposal 3 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, 2020. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

151,763,733

873,821

695,548

 

Proposal 4

 

Proposal 4 was a non-binding advisory stockholder proposal regarding paid advertising.  This stockholder proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

1,108,793

109,870,646

732,632

41,621,031

 

Proposal 5

 

Proposal 5 was a non-binding advisory stockholder proposal regarding simple majority voting provisions in Tesla’s governing documents.  This stockholder proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

62,212,916

48,879,035

620,120

41,621,031

 

Proposal 6

 


 

 

Proposal 6 was a non-binding advisory stockholder proposal regarding reporting on employee arbitration.  This stockholder proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

29,705,849

81,039,674

966,548

41,621,031

 

Proposal 7

 

Proposal 7 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

27,524,596

83,367,090

820,385

41,621,031

 

 

 


 

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: September 24, 2020

 

 

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