Additional Proxy Soliciting Materials (definitive) (defa14a)
March 02 2018 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11 (c) or Section 240.14a-12
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TESLA, INC.
(Name of
Registrant as Specified in its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
$
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The following letter is being mailed to stockholders of Tesla, Inc. on March 2, 2018.
Forward-Looking Statements
Certain statements in this
letter, including statements regarding future Tesla leadership, are forward-looking statements that are subject to risks and uncertainties. These forward-looking statements are based on managements current expectations. Various important
factors could cause actual results to differ materially, including risks identified in our SEC filings. Tesla disclaims any obligation to update this information.
The Special Meeting of Stockholders to consider and approve Elons CEO Performance
Award is scheduled for March 21
st
. Under the Award, Elons compensation will be 100%
at-risk,
which ensures that he will be compensated only if Tesla
and all of its stockholders do extraordinarily well.
The Award will ensure Elons active leadership and strategic
vision over the long-term. Since Elons last award in 2012, Teslas market capitalization has grown 17x. The Board believes that the Award will continue to incentivize and motivate Elon to lead Tesla over the long-term, particularly in
light of his other business interests.
Stockholders have the opportunity to help determine Teslas future. Please vote by
telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided to ensure that your shares are represented.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CEO
PERFORMANCE AWARD.
If you have questions about voting your Tesla shares, please contact Innisfree,
which is assisting Tesla in connection with the vote:
Toll-free: 877.456.3463
Stockholders outside the United States: + 1 412.232.3651
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