Tesla Board Drops New Proposal for Elon Musk - Corporate Governance Update

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Tesla Board Drops New Proposal for Elon Musk - Corporate Governance Update

The Tesla board has dropped new proposals for corporate governance issues, including voting on board members, ad campaign cost, Elon's security company payment, and decision to move from Delaware to Texas, with a special committee hired to determine the company's move and vote on the decision

    Questions to inspire discussion

    • What new proposals did the Tesla board drop?

      The Tesla board dropped new proposals for corporate governance issues, including voting on board members, ad campaign cost, Elon's security company payment, and decision to move from Delaware to Texas.

    • What is the purpose of the special committee hired by the Tesla board?

      The special committee was hired to determine the company's move from Delaware to Texas and to vote on the decision, as well as to document the decision-making process.

    • What is the significance of the 2018 compensation package for Elon Musk?

      The 2018 compensation package for Elon Musk is being discussed and will be voted on at the annual shareholder meeting, with institutional investors expressing support for it.

    • What is the role of the compensation committee chairperson in the 2018 proposal?

      The compensation committee chairperson, who is friends with Elon Musk, will still be in charge of ratifying the 2018 proposal, and the vote is to ratify it in the same manner.

    • How can Tesla shareholders vote on important proposals?

      Tesla shareholders can vote electronically in about a week, with brokers sending out proxy votes and instructions for voting based on the number of shares held.

     

    Key Insights

    • 📈 The proposal to move Tesla's state of incorporation from Delaware to Texas is causing controversy among shareholders.
    • 📜 "Throw in as much negative as you can so the court cannot say that shareholders weren't fully informed."
    • 📈 The support from the four of the 10 biggest institutional investors makes it very likely for all proposals to be approved.
    • 🤔 The board's move to throw everything out and not make any changes may be a strategy to provide shareholders with all the information and give them an opportunity to reaffirm their vote.
    • 🤔 "It's not as if Tesla contacted 10. It's those four who contacted proactively Tesla."
    • 👏 She deserves respect for not using Tesla's stock to enrich herself further and for leading the company as a Good Shepherd.
    • 📈 Elon Musk's transformation of the company from $59 billion market cap to 500 to 650 billion in two and a half years is absolutely ridiculous.
    • 📈 Shareholders are demanding the 2018 package reinstated, with over 5,000 shareholders and 22 million shares supporting the proposal. 

     

    #Tesla #ElonCompensation

    XMentions: @herbertong @KnotLegalAdvice @TeslaBoomerMama @Elonmusk

     

    Clips 

    • 00:00 🚨 Tesla board dropped new proposal for Elon Musk, including voting on board members, ad campaign cost, Elon's security company payment, and decision to move from Delaware to Texas, with a special committee hired to determine the company's move and vote on the decision.
      • Tesla has released a preliminary proxy statement outlining the company's accomplishments and new compensation package for Elon Musk.
      • Tesla board delayed the shareholder meeting, acknowledged shareholder letters, and emphasized smart communication.
      • Elon Musk's shareholder decisions are being questioned, with the date for voting and the shareholder meeting in Texas being discussed.
      • Tesla board dropped new proposal for Elon Musk, including voting on board members, ad campaign cost, Elon's security company payment, desire to appeal judgment, and detailed documentation of decision-making process.
      • Tesla board set up a special committee to determine the company's move from Delaware to Texas, after Elon Musk declared the decision without board or shareholder approval, and they narrowed down the options and documented their decision-making process.
      • The special committee hired three advisers to come up with a documented plan, and they decided to vote simultaneously on moving from Delaware to Texas and ratifying the 2018 compensation package.
    • 09:31 🚗 Tesla board delays meeting to work on compensation package, institutional investors support new proposal, shareholders to vote on reelecting board members and moving state of incorporation, uncertainty about stock options, filing brief for attorney fee award, preliminary proxy statement for moving to Texas and ratifying Musk's compensation package.
      • The Tesla board decided to delay a meeting by five weeks in order to allow time to work on a compensation package, and institutional investors have expressed support for the 2018 package.
      • Tesla's top 10 institutional shareholders have expressed support for a new proposal, and retail investors are encouraged to vote as well.
      • Tesla board chairwoman Robin Denholm wants shareholders to vote on reelecting board members, moving Tesla's state of incorporation from Delaware to Texas, and ratifying Elon Musk's compensation package, with uncertainty about the value of stock options in 2028.
      • Tesla board is discussing the need for attaching a copy of the opinion to the proxy statement and submitting a descent to the pay package in order to provide full disclosure to shareholders and potentially influence the ongoing appeal.
      • Tesla is filing a brief to justify the attorney fee award and use it as part of the play for approving the new pay package, with a timeline for the court decision and potential issues with choosing between Delaware and Texas.
      • Tesla board has proposed a preliminary proxy statement for shareholders to vote on moving to Texas and ratifying Elon Musk's compensation package, which is seen as an important first step for the company's future.
    • 20:24 🚗 Tesla board will not stop Elon Musk's pay package, proposing new proposals and re-elections, with shareholder approval necessary in Delaware for transactions involving a controlling shareholder.
      • Tesla board will not stop Elon Musk's pay package, and he will act as if it is set in stone and ready to go, regardless of any potential lawsuits in the future.
      • Tesla board is proposing new proposals and it is likely to get approval, including the re-election of Kimbell and James Murdoch.
      • Elon Musk's attitude towards board members Walter Isacon and James Murdoch has changed, and he believes both should be reelected.
      • Shareholder approval is necessary in Delaware for transactions involving a controlling shareholder, and a higher percentage of approval makes it more difficult for the court to rule against it.
      • Tesla board dropped a new proposal for Elon Musk, addressing concerns about his compensation package and the timing of recent layoffs.
      • The 443-page proposal is challenging to read, but the speaker is committed to reading it thoroughly.
    • 27:37 🚨 Tesla board drops new proposal for corporate governance issues, asking for revote to reaffirm shareholders' confidence in original vote from 2018, with potential impact on Elon Musk's pay package.
      • Tesla board is not making any changes and is asking for a revote to reaffirm shareholders' confidence in their original vote from 2018.
      • Tesla's board is dropping a new proposal for more corporate governance issues to help with transparency and to implement more independent board members.
      • Tesla board is proposing a vote for reelecting directors, moving the state of incorporation, and ratifying the same Compensation Plan, with the expectation that it will be approved, and if Elon Musk's pay package is not approved, he may leave.
      • Elon Musk is fully committed to Tesla and will be demotivated if shareholders do not approve his pay package, but there is confidence that it will be approved.
      • Elon Musk's purchase of Tesla stock is seen as a positive sign, and with the upcoming annual shareholder meeting, it is important for shareholders to consider the impact of his involvement on the company.
      • Tesla is preparing for a potential challenge to Elon Musk's pay package by ensuring that all shareholders are fully informed and aware of the details.
    • 37:51 🚨 The Tesla board is discussing the roles of members, including the compensation committee and the close friendship between Elon Musk and a board member, with the majority not needing to be voted in again and the appointment of a high-level HR executive to secure necessary votes from institutional investors.
      • The speaker asks Alexandra about the board members.
      • Robin Denholm is a strong and focused leader, with the majority of the board members not needing to be voted in again.
      • Board member regularly sells Tesla options to remain independent of shareholder price and make decisions for the good of the company, earning admiration for her integrity.
      • The Tesla board is discussing the members and their roles, including the crucial element of the compensation committee and the close friendship between Elon Musk and a board member.
      • Elon Musk left Tesla in 2018 and is now back as a board member, along with Joe Gabia, a co-founder of Airbnb, who is taking on a more important role.
      • Tesla Board has appointed Catherine Wilson Thomson, a high-level HR executive, to manage the proxy and secure the necessary votes from institutional investors.
    • 44:26 🚨 Tesla board is asking shareholders to vote on Elon Musk's pay package at the annual meeting in June, despite disagreement with the Delaware Court decision, with the revoting process expected to fix the issue and approval of the move to Texas.
      • The compensation committee chairperson, who is friends with Elon Musk, will still be in charge of ratifying the 2018 proposal.
      • The 2018 compensation committee cannot be changed, and the vote is to ratify it in the same manner, with Ira's involvement in the committee being discussed.
      • Tesla's board is asking shareholders to vote on the annual shareholder meeting in June to support the pay package for Elon Musk, despite disagreement with the Delaware Court decision.
      • The revoting process is crucial to fix the issue and the approval of the move to Texas and ratification is expected, with confidence from institutional support.
      • Tesla shareholders will be able to vote electronically in about a week, with Brokers sending out proxy votes and instructions for voting based on the number of shares held.
      • Contact your brokers to vote on important Tesla proposals, including moving the company to Texas and ratifying the 2018 plan, and be prepared to vote by email, phone, or in person at the shareholder meeting.
    • 51:38 🚗 Tesla board drops new proposal to change from Delaware to Texas, recognizing shareholders and aiming to redo 2018 vote at annual meeting.
      • Tesla reached operational and market capitalization milestones, resulting in Elon Musk being awarded 12 stock options.
      • Elon Musk's success in increasing Tesla's market cap and operational milestones is impressive, and it's unfair for a judge to overturn shareholder opinions.
      • Tesla announced that they want to redo the 2018 vote at the annual shareholder meeting and educate shareholders on what they are voting for.
      • Tesla board disclosed 443 pages of information to document their decision-making process and to cover all potential negatives to prevent future legal challenges.
      • Tesla board dropped a new proposal to change from Delaware to Texas, with extensive documentation comparing different states, and shareholders are being recognized for their actions.
    • 56:45 🚨 Tesla board dropped new proposal for Elon Musk, shareholders demand reinstatement of 2018 package, judge seeks guidance on handling letters, increase in hate towards speaker indicates worry from Tesla Q people.
      • The board dropped a new proposal for Elon Musk, and Amy was praised for her intelligence and organizational skills.
      • Tesla shareholders assembled over 5,000 shareholders with more than 22 million shares in four days to demand the reinstatement of the 2018 package, which was mentioned in the proxy and proved that shareholders wanted this.
      • Tesla board dropped a new proposal for Elon Musk, and the judge is asking for guidance on how to handle the thousands of letters received.
      • Tesla shareholders are being encouraged to submit letters to the board, as the letters are what allowed Tesla to take action, and the increase in hate towards the speaker indicates that Tesla Q people are getting worried.

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    Duration: 0:0:0

    Publication Date: 2024-04-17T16:05:01Z

    WatchUrl:https://www.youtube.com/watch?v=CJjwvUq5EY0

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