Tesla adopts proxy access bylaw allowing 3% holders to nominate directors

Tesla, Inc.

Proxy access right: stockholder(s) owning 3%+ of TSLA common stock for 3+ years can nominate up to 20% of board or 2 directors.
Bylaws updated to comply with SEC Rule 14a-19 universal proxy card rules for director nominations.
Amendments effective March 30, 2023; other technical and conforming changes made.
Group of up to 20 stockholders can aggregate ownership to meet 3% threshold.

Key facts

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.: Adopted amendments to Bylaws to add proxy access, update advance notice procedures for universal proxy card Rule 14a-19, and make technical changes (effective 2023-03-30).

Change: bylaw amendment
Effective: 2023-03-30

Exact text from the filing

On March 30, 2023, the Board of Directors (the “Board”) of Tesla, Inc. (“Tesla”) adopted amendments to Tesla’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) in order to: (i) provide stockholders with a proxy access right, (ii) update the procedures and disclosure requirements for director nominations made under Tesla’s existing advance notice requirements to reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) make other technical and conforming changes.

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Source: SEC EDGAR

accession 0001564590-23-005462

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