On January 30, 2024, a Delaware Court sided with a plaintiff who owned just nine Tesla shares when he sued and ordered the cancellation of the 2018 CEO Performance Award, even though it was approved by approximately 73% of all votes cast by stockholders (excluding Elon and Kimbal).

We don’t agree with the Delaware Court and are giving stockholders another opportunity to make their voices heard and ratify the 2018 CEO Performance Award.

We are seeking a second stockholder vote to ratify the 2018 CEO Performance Award.

The Company is asking stockholders to ratify the 2018 CEO Performance Award on two alternative legal theories. The first is Delaware common law ratification and the second is statutory ratification.

To the extent that the ratification were upheld, we believe a second vote would reinstate the 2018 CEO Performance Award and ensure Elon gets paid for the tremendous value he has delivered as CEO.

Tesla’s headquarters – and its future – are in Texas. In 2021, the Company relocated its global headquarters to Texas and our largest manufacturing facility is located in the state. We employ a significant number of people at Gigafactory Texas. Texas is our home.

The Delaware Court has shown that it will ignore the will of our stockholders. We believe in stockholder rights. We believe Texas Courts will respect those rights.

Therefore, we are asking our stockholders to approve incorporating the Company in Texas, where we believe the legal framework is strong, fair and more appropriate to our mission.

Tesla’s 2024 Annual Meeting will be held at Tesla’s Gigafactory Texas located in Austin, Texas and will be webcast live.

We can accommodate a limited number of stockholders at the in-person meeting due to capacity restrictions. To maximize fairness, Tesla will conduct a random drawing to determine which stockholders can attend in person.

If you were a stockholder of record or a beneficial owner at the close of business on April 15, 2024, you must register on our stockholder platform [tesla.com] to be eligible for the drawing.

All Tesla stockholders are entitled to vote in Tesla’s annual meeting. However, the process to vote may be different for stockholders based outside of the U.S. Please refer to our How to Vote page to see all voting options available to you. If you have not received voting instructions, please contact your bank or broker. If you continue to experience issues, please contact our proxy solicitor, Innisfree, at +1 (412) 232-3651.

Don’t wait – vote NOW!  Voting is quick and easy.

For registered stockholders and most stockholders beneficially holding shares via a bank or broker, the deadline to vote online or by phone is 10:59 p.m. Central Time on June 12, 2024. Registered stockholders may also vote at the virtual Annual Meeting. Please review and follow any applicable deadlines set forth on your proxy materials.