Did the shareholder proposals regarding board structure and proxy access pass?

No, neither of the shareholder proposals passed. Proposal 3, which sought to require an independent director as Chair of the Board, was not approved, and Proposal 4, related to proxy access, also failed to gain sufficient shareholder support.

How much support did the incumbent directors receive in their re-election bids?

Antonio Gracias received approximately 88.9% of the votes, James Murdoch received approximately 90.4%, and Kimbal Musk received approximately 94.0% of the votes cast and entitled to vote on these matters.

TSLA 8-K: Shareholder Matters

Q: Were the Tesla directors re-elected at the 2018 Annual Meeting?

Yes, the Class II directors, including Antonio Gracias, James Murdoch, and Kimbal Musk, were all re-elected to the Board of Directors.

Q: What was the outcome of the vote on appointing the company's auditor?

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Tesla's independent registered public accounting firm for the fiscal year ending December 31, 2018, with approximately 99.2% of the votes cast in favor.

Summary

Tesla, Inc. (TSLA) filed an 8-K on June 5, 2018, detailing the results of its 2018 Annual Meeting of Stockholders held on June 4, 2018. The primary focus of this filing is the outcome of shareholder votes on several key proposals. All incumbent Class II directors, including Antonio Gracias, James Murdoch, and Kimbal Musk, were re-elected to the Board of Directors with substantial support. Additionally, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2018, also receiving overwhelming approval. However, two significant shareholder proposals did not pass. Proposal 3, which sought to require an independent director as Chair of the Board, was rejected, indicating a preference for the current board structure. Similarly, Proposal 4, related to proxy access, also failed to gain sufficient shareholder support. These voting outcomes provide insight into the company's corporate governance and the alignment of shareholder interests with management's recommendations on these specific matters.

Key Highlights

1Re-election of Class II Directors: Antonio Gracias, James Murdoch, and Kimbal Musk were successfully re-elected to the Board of Directors with high percentages of shareholder approval (approximately 88.9%, 90.4%, and 94.0% respectively).
2Ratification of Auditor: PricewaterhouseCoopers LLP was ratified as Tesla's independent registered public accounting firm for fiscal year 2018, with an overwhelming 99.2% of shareholder support.
3Shareholder Proposal 3 (Independent Chair) Rejected: A proposal requiring an independent director to serve as Chair of the Board failed to pass, with only 16.2% of votes in favor.
4Shareholder Proposal 4 (Proxy Access) Rejected: A shareholder proposal concerning proxy access also did not receive sufficient support, with only 25.0% of votes in favor.
5Strong Director Support: The robust re-election results for directors suggest continued shareholder confidence in the current board leadership and composition.
6Management Proposal Success: The ratification of the auditor highlights shareholder trust in management's selection of external audit services.

Tesla, Inc. 8-K Report, Shareholder Vote Results (Jun 6, 2018)

Summary

Key Highlights

Frequently Asked Questions