Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
13 Juni 2024 - 10:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
x |
Definitive Additional Materials |
¨ |
Soliciting Material under §240.14a-12 |
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 all boxes that apply):
¨ |
Fee paid previously with preliminary materials |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On June 13, 2024, the following was posted on X.
Additional Information and Where to Find It
Tesla, Inc. (“Tesla”) has filed
with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A with
respect to its solicitation of proxies for Tesla’s 2024 annual meeting (the “Definitive Proxy Statement”).
The Definitive Proxy Statement contains important information about the matters to be voted on at the 2024 annual meeting. STOCKHOLDERS
OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA
HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED
ON AT THE 2024 ANNUAL MEETING. Stockholders are 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 are able to obtain free copies of these documents
from Tesla by contacting Tesla’s Investor Relations by e-mail at ir@tesla.com, or by going to Tesla’s 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 2024 annual meeting.
Information regarding the interests of participants in the solicitation of proxies in respect of the 2024 annual meeting is included in
the Definitive Proxy Statement.
Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 reflecting Tesla’s current expectations that involve
risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning its goals, commitments,
strategies and mission, its plans and expectations regarding the proposed redomestication of Tesla from Delaware to Texas (the “Texas
Redomestication”) and the ratification of Tesla’s 2018 CEO pay package (the “Ratification”), expectations
regarding the future of litigation in Texas, including the expectations and timing related to the Texas business court, expectations regarding
the continued CEO innovation and incentivization under the Ratification, potential benefits, implications, risks or costs or tax effects,
costs savings or other related implications associated with the Texas Redomestication or the Ratification, expectations about stockholder
intentions, views and reactions, the avoidance of uncertainty regarding CEO compensation through the Ratification, the ability to avoid
future judicial or other criticism through the Ratification, its future financial position, expected cost or charge reductions, its executive
compensation program, expectations regarding demand and acceptance for its technologies, growth opportunities and trends in the markets
in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “continues,”
“could,” “design,” “drive,” “estimates,” “expects,” “future,”
“goals,” “intends,” “likely,” “may,” “plans,” “potential,” “seek,”
“sets,” “shall,” “spearheads,” “spurring,” “should,” “will,” “would,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Tesla may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and
you should not place undue reliance on Tesla’s forward-looking statements. Actual results or events could differ materially from
the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve
risks and uncertainties that could cause Tesla’s actual results to differ materially from those in the forward-looking statements,
including, without limitation, risks related to the Texas Redomestication and the Ratification and the risks set forth in Part I, Item
1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and that are otherwise described
or updated from time to time in Tesla’s other filings with the SEC. The discussion of such risks is not an indication that any such
risks have occurred at the time of this filing. Tesla disclaims any obligation to update any forward-looking statement contained in this
document.
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