Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tesla, Inc.: Amended Bylaws to add jury trial waiver for internal entity claims, raise derivative lawsuit ownership threshold to 3%, and clarify exclusive forum provision (effective 2025-05-15).
- Change
- bylaw amendment
- Effective
- 2025-05-15
Exact text from the filing
On May 15, 2025, following the effectiveness of amendments to the Texas Business Organizations Code and in light of Texas law, the Board of Directors of Tesla, Inc. (“Tesla”) adopted certain amendments to Tesla’s Bylaws (the “Bylaws”) in order to: (i) add a new section to provide for a jury trial waiver for “internal entity claims” as defined in the Texas Business Organizations Code; (ii) add a new section to adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of Tesla’s issued and outstanding shares in order to institute or maintain a derivative proceeding; and (iii) make technical revisions to clarify the scope of the exclusive forum provision.
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