Tesla, Inc.

Ticker: TSLA
Meeting date: 13/06/2024
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1a Elect Director James Murdoch For For
1b Elect Director Kimbal Musk For For
2 Advisory Vote to Ratify Named Executive Officers' Compensation For For
3 Change State of Incorporation from Delaware to Texas For For
4 Ratify Performance Based Stock Options to Elon Musk Vote rationale: Norges Bank Investment Management voted against a Tesla Inc. proposal to ratify performance-based stock options to Elon Musk, consistent with our vote on the same award in 2018. While we appreciate the significant value generated under Mr. Musk's leadership since the grant date in 2018, we remain concerned about the total size of the award, the structure given performance triggers, dilution, and lack of mitigation of key person risk. We will continue to seek constructive dialogue with Tesla on this and other topics. Global Voting Guidelines For Against
5 Ratify PricewaterhouseCoopers LLP as Auditors For For
Shareholder proposals
6 Declassify the Board of Directors Vote rationale: The company should have a robust nomination and election process to ensure an effective board that is accountable to shareholders. Shareholders should be able to participate in frequent elections of all board members, preferably on an annual basis. The company should establish reasonable procedures for shareholders to include proposals in the meeting material distributed by the company, including proposing board candidates. Global Voting Guidelines Against For
7 Adopt Simple Majority Vote Vote rationale: Anti-takeover measures are generally not in the interest of shareholders, and the introduction of such measures should, at a minimum, be subject to shareholder approval. We define anti-takeover measures to include any mechanism likely to deter or frustrate takeovers. Global Voting Guidelines Against For
8 Report on Harassment and Discrimination Prevention Efforts Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
9 Adopt a Non-Interference Policy Respecting Freedom of Association Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
10 Report on Effects and Risks Associated with Electromagnetic Radiation and Wireless Technologies Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability Against Against
11 Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation Against Against
12 Commit to a Moratorium on Sourcing Minerals from Deep Sea Mining Vote rationale: We will not support a shareholder proposal that appears to be overly prescriptive in regard to the company’s strategy and/or operations, or that sets unrealistic timeframes, targets or methods for implementation. Global Voting Guidelines Shareholder proposals on sustainability Against Against

Disclaimer

This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:

  • This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
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