TESLA MOTORS, INC. | Simple voting majority at TESLA MOTORS, INC.

Status
Filed
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
TSLA
Lead filer
Individual
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Resolved: Shareholders request that our board take each step necessary so that each voting
requirement in our charter and bylaws (that is explicit or implicit due to default to state
law) that calls for a greater than simple majority vote be replaced by a requirement for
a majority of the votes cast for and against applicable proposals, or a simple majority in
compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable
laws. This includes making the necessary changes in plain English.
Whereas clause
Shareholders are willing to pay a premium for shares of companies that have excellent
corporate governance. Supermajority voting requirements have been found to be one of
6 entrenching mechanisms that are negatively related to company performance
according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen
and Allen Ferrell of the Harvard Law School. Supermajority requirements like those at
Marathon Petroleum are used to block corporate governance improvements supported
by most shareowners but opposed by a status quo management.
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste
Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would
have been higher than 74% to 88% if more shareholders had access to independent
proxy voting advice. This proposal topic also received overwhelming 98%-support each
at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).
This proposal topic was approved by more than a majority of Tesla shareholders at the
2020 Tesla annual meeting. Thus it should have been adopted in 2020. The
responsibility for this proposal topic not being adopted now falls on Mr. Ira Ehrenpreis
who chairs the Tesla Corporate Governance Committee. Shareholders can vote against
Mr. Ehrenpreis as a sign that they are impatient in regard to the long overdue adoption
of this proposal topic.
Supporting statement
Filed by John Chevedden

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