Resolved clauseshareholders request the Board of Directors, to the fullest extent permitted by law, to adopt and implement a binding Political Neutrality Policy containing at least the following provisions:
1. Prohibition on Political Activity
Prohibit the Company and Leadership Members from making statements, endorsements, contributions, sponsorships, or any other publicly-visible actions in support of, or opposition to, any political party, candidate, or campaign whether using personal or Company resources. Because Leadership Members are public figures inextricably linked to Tesla, disclaimers attempting to separate personal political activities from the Company shall not be sufficient to exempt them from this policy.
2. Code of Business Ethics Compliance
Incorporate statements that this policy is consistent with, and required by, Tesla’s Code of Business Ethics and deeming that political activities by Leadership Members conflicts with Tesla’s interests.
3. Oversight and Reporting
Assign the Nominating & Governance Committee, or another Board committee, to oversee implementation and enforcement of this Policy, investigate possible violations, and report annually to shareholders on compliance, violations, and corrective measures.
4. Periodic Review
Require the Board to review the Political Neutrality Policy at least biennially to ensure alignment with best practices, regulatory developments, and shareholder interests.
Whereas clauseWHEREAS, to accomplish its mission and to protect shareholder value, Tesla Inc. (the “Company” or “Tesla”) must sell its products and services to an ever-expanding, politically-diverse customer base worldwide. Customer retention and acquisition is therefore fundamental to Tesla’s success;
WHEREAS, given Tesla’s politically-diverse customer base, any political activity associated with the Company will inevitably harm the company by alienating some segments of existing and potential customers;
WHEREAS, publicly-visible political activities among Tesla’s directors and high-ranking officers (together “Leadership Members”) are known to have harmed public perception of Tesla and its products, damaging customer retention, customer acquisition, brand equity, and revenue. Such activities also undermine Tesla’s ability to maintain cordial relationships with present or future government officials whose regulatory cooperation is vital to Tesla’s success;
WHEREAS, since political activity by Leadership Members can harm Tesla’s interests, it violates the conflict of interest provisions of Tesla’s Code of Business Ethics which forbid any personal conduct which could “…interfere, or appear to interfere, with Tesla’s interests”;
WHEREAS, directors and officers owe fiduciary responsibilities to shareholders and must abide by and enforce the Code of Business Ethics to protect shareholder value;
Supporting statementShareholders believe that this Political Neutrality Policy will:
• Repair and Protect Brand Loyalty: Political neutrality will expand Tesla’s potential customer base, increasing revenue potential, brand equity, and shareholder value.
• Safeguard Regulatory Relationships: Political neutrality reduces risks of adversarial relationships with government officials, protecting Tesla’s government relations across changing administrations.
• Improve Ethics Compliance: This Policy clarifies and reinforces Tesla’s Code of Business Ethics whose guidance and integrity are fundamental to Tesla’s success.
For these reasons, shareholders urge you to vote FOR this proposal.