Additional Proxy Soliciting Materials (definitive) (defa14a)
January 23 2018 - 6:10AM
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)
January 23, 2018
Tesla, 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
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of
this chapter). 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. ☐
On January 23, 2018, Tesla, Inc. (
Tesla
) issued a press release
announcing the grant on January 21, 2018 of a 100% performance-based stock option award (the
CEO Performance Award
) to Elon Musk, Teslas Chief Executive Officer and Chairman, subject to approval at a meeting of Teslas
stockholders by a majority of the votes cast, excluding any shares directly or indirectly owned by Elon Musk or Kimbal Musk.
The press release is
filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Other Information
Tesla plans to file with the Securities and Exchange Commission (the
SEC
), and furnish to its stockholders, a proxy statement in connection
with the CEO Performance Award (the
Proxy Statement
) to be voted upon at a special meeting of stockholders (the
Special Meeting
). The Proxy Statement will contain important information about the CEO Performance
Award and related matters. STOCKHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE CEO PERFORMANCE AWARD. Stockholders will be able to obtain free copies of these documents and other documents filed with the SEC by Tesla through the website maintained by the SEC at
www.sec.gov
. In addition, stockholders will be able to obtain free copies of these documents from Tesla by contacting Teslas Investor Relations by
e-mail
at
ir@tesla.com
, or by going to
Teslas Investor Relations page on its website at
ir.tesla.com
.
Participants in the Solicitation
The directors and executive officers of Tesla may be deemed to be participants in the solicitation of proxies from the stockholders of Tesla in connection with
the CEO Performance Award. Information regarding the interests of participants in the solicitation of proxies in respect of the Special Meeting will be included in the Proxy Statement.
Forward-Looking Statements
Certain statements in this
report and the exhibit hereto, including statements regarding future development plans, 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 the risks identified in our SEC filings. Tesla disclaims any obligation to update any forward-looking statement contained in this report and the exhibit hereto.
Item 9.01
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Financial Statements and Exhibits.
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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, INC.
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By:
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/s/ Todd A. Maron
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Todd A. Maron
General Counsel and
Secretary
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Date: January 23, 2018
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