8-K/AShareholder Matters

Tesla, Inc. 8-K/A Report, Shareholder Vote Results (Oct 7, 2011)

Filed October 7, 2011For Securities:TSLA

Summary

This Form 8-K/A filing from Tesla Motors, Inc., dated October 7, 2011, serves as an amendment to a previous 8-K filed on June 3, 2011. The core purpose of this amendment is to officially disclose the outcome and Tesla's board's subsequent decision regarding the frequency of future stockholder advisory votes on executive compensation, commonly known as "say-on-pay" votes. At the company's Annual Meeting of Stockholders on June 1, 2011, shareholders voted on this matter. The results indicated a preference for holding these advisory votes every three years. Tesla's Board of Directors has now formally ratified this decision, confirming that future say-on-pay votes will occur triennially unless regulatory requirements change or the Board determines a different frequency is in the best interest of shareholders.

Key Highlights

  • 1Tesla Motors, Inc. (TSLA) filed an amendment (8-K/A) to its previous 8-K filing.
  • 2The amendment's sole purpose is to clarify the frequency of future stockholder advisory votes on executive compensation ('say-on-pay').
  • 3Stockholders previously voted at the June 1, 2011 Annual Meeting to hold these advisory votes every three years.
  • 4Tesla's Board of Directors has formally determined to conduct future say-on-pay votes every three years.
  • 5This triennial voting frequency will remain in effect until new regulatory requirements arise or the Board revises its decision.
  • 6The filing was made on October 6, 2011, with the event date being June 1, 2011.

Frequently Asked Questions

The main purpose of this amended 8-K filing is to officially confirm and disclose Tesla's decision on how often it will hold advisory votes for stockholders on executive compensation, following the results of the June 1, 2011, Annual Meeting of Stockholders.

At the 2011 Annual Meeting of Stockholders, shareholders voted in favor of holding advisory votes on executive compensation every three years.

Tesla's Board of Directors has accepted the stockholder vote and formally determined that the company will conduct future advisory votes on executive compensation every three years, until otherwise decided or required by law.

No, this filing is administrative in nature. It solely serves to formalize the frequency of 'say-on-pay' votes based on a prior stockholder decision and does not introduce new financial results, business operations, or other material changes.