Tesla, Inc.
Ticker: TSLA
Meeting date: 13/06/2024
Meeting type: Annual
| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1a | Proposal Elect Director James Murdoch | Mgt rec For | Vote For |
| 1b | Proposal Elect Director Kimbal Musk | Mgt rec For | Vote For |
| 2 | Proposal Advisory Vote to Ratify Named Executive Officers' Compensation | Mgt rec For | Vote For |
| 3 | Proposal Change State of Incorporation from Delaware to Texas | Mgt rec For | Vote For |
| 4 | Proposal 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 | Mgt rec For | Vote Against |
| 5 | Proposal Ratify PricewaterhouseCoopers LLP as Auditors | Mgt rec For | Vote For |
| Shareholder proposals | |||
| 6 | Proposal 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 | Mgt rec Against | Vote For |
| 7 | Proposal 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 | Mgt rec Against | Vote For |
| 8 | Proposal 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 | Mgt rec Against | Vote For |
| 9 | Proposal 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 | Mgt rec Against | Vote For |
| 10 | Proposal 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 | Mgt rec Against | Vote Against |
| 11 | Proposal Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation | Mgt rec Against | Vote Against |
| 12 | Proposal 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 | Mgt rec Against | Vote 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:
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