tsla-8k_20190611.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 11, 2019 

 

Tesla, Inc.

(Exact Name of Registrant as Specified in Charter) 

 

  

 

 

 

 

Delaware

 

001-34756

 

91-2197729

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

3500 Deer Creek Road

Palo Alto, California 94304

(Address of Principal Executive Offices, and Zip Code)

 

(650) 681-5000

Registrant’s Telephone Number, Including Area Code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

TSLA

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

2019 Equity Incentive Plan

 

On June 11, 2019, the Tesla, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) was approved by Tesla’s stockholders at Tesla’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”), and the Tesla, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) simultaneously terminated. The 2019 Plan, which was previously adopted by Tesla’s Board of Directors (the “Board”) subject to the approval of Tesla’s stockholders, allows Tesla to grant equity awards thereunder with respect to (i) a maximum of 12,500,000 shares of Tesla’s common stock (“Common Stock”), plus (ii) such number of shares issued or subject to awards granted under the 2010 Plan prior to its termination that expire, terminate, or are forfeited or repurchased due to failure to vest. Awards under the 2019 Plan may be granted to Tesla’s eligible employees, directors or consultants, and the 2019 Plan will be administered by the Board, its Compensation Committee or any other committee designated by the Board pursuant to the terms of the 2019 Plan.

 

The foregoing description of the 2019 Plan is qualified by reference to the 2019 Plan and forms of stock option and restricted stock unit award agreements thereunder, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated by reference herein.

 

2019 Employee Stock Purchase Plan

 

At the Annual Meeting, the Tesla, Inc. 2019 Employee Stock Purchase Plan (the “2019 ESPP”) was approved by Tesla’s stockholders. Pursuant to the 2019 ESPP, which was previously adopted by the Board subject to the approval of Tesla’s stockholders, Tesla’s eligible employees will be permitted to purchase up to a maximum of 7,500,000 aggregate shares of Common Stock through payroll deductions at the end of consecutive, non-overlapping six-month offering periods, the first of which is expected to commence in September 2019. The 2019 ESPP will be administered by the Board, its Compensation Committee or any other committee designated by the Board pursuant to the terms of the 2019 ESPP.

 

The foregoing description of the 2019 ESPP is qualified by reference to the 2019 ESPP, which is filed as Exhibit 10.4 hereto and incorporated by reference herein.

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting held on June 11, 2019, Tesla’s stockholders voted on the following eight proposals and Tesla’s inspector of election certified the vote tabulations indicated below.

 

Proposal 1

 

The individuals listed below were elected as Class III directors at the Annual Meeting to serve on the Board for a term of three years or until their respective successors are duly elected and qualified.

 

 

For

Against

Abstained

Broker Non-Votes

Ira Ehrenpreis

76,406,173

13,695,892

227,710

48,955,274

Kathleen Wilson-Thompson

89,756,241

436,537

136,997

48,955,274

 

Proposal 2

 

Proposal 2 was a management proposal to approve the 2019 Plan. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

60,406,466

29,813,269

110,040

48,955,274

 


 

Proposal 3

 

Proposal 3 was a management proposal to approve the 2019 ESPP. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

89,869,446

380,721

79,608

48,955,274

 

Proposal 4

 

Proposal 4 was a management proposal to amend Tesla’s certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements. This proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

89,893,339

325,024

111,412

48,955,274

 

The votes cast for this management proposal constituted approximately 99.5% of all shares that voted for or against, or that abstained on, this matter at the Annual Meeting. However, such votes did not constitute at least 66 2/3% of the total outstanding shares of Common Stock, which was required to approve this proposal.

 

Proposal 5

 

Proposal 5 was a management proposal to approve an amendment to Tesla’s certificate of incorporation to reduce the Board’s director terms from three years to two years. This proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

89,937,009

307,492

85,274

48,955,274

 

The votes cast for this management proposal constituted approximately 99.6% of all shares that voted for or against, or that abstained on, this matter at the Annual Meeting. However, such votes did not constitute at least 66 2/3% of the total outstanding shares of Common Stock, which was required to approve this proposal.

 

Proposal 6

 

Proposal 6 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2019. This proposal was approved.

 

For

Against

Abstained

Broker Non-Votes

137,252,376

1,538,152

494,521

-

 

Proposal 7

 

Proposal 7 was a stockholder proposal regarding a public policy committee.  This proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

7,894,084

81,796,932

638,759

48,955,274

 

Proposal 8

 

Proposal 8 was a stockholder proposal regarding simple majority voting provisions in Tesla’s governing documents.  This proposal was not approved.

 

For

Against

Abstained

Broker Non-Votes

19,996,110

70,022,887

310,778

48,955,274

 


 

Item 9.01

Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.

 

Description

10.1

 

Tesla, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-232079) filed on June 12, 2019).

10.2

 

Form of Stock Option Agreement under 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-232079) filed on June 12, 2019).

10.3

 

Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-232079) filed on June 12, 2019).

10.4

 

Tesla, Inc. 2019 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-232079) filed on June 12, 2019).

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TESLA, INC.

 

 

 

By:

 

/s/ Jonathan A. Chang

 

 

Jonathan A. Chang

 

 

General Counsel

 

Date:  June 12, 2019