Prepared by R.R. Donnelley Financial -- Form 8-K

 

 

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 3, 2014

 

 

Tesla Motors, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34756   91-2197729

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3500 Deer Creek Road

Palo Alto, California 94304

(Address of principal executive offices, including zip code)

(650) 681-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

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):

 

¨ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2014, Tesla Motors, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following five proposals and the Company’s inspector of election certified the vote tabulations indicated below.

Proposal 1

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

 

    

        For        

  

Withheld

  

Broker

Non-Votes

Elon Musk

   71,557,798    2,018,447    26,938,394

Stephen T. Jurvetson

   72,647,245    929,000    26,938,394

Proposal 2

Proposal 2 was a management proposal to hold an advisory vote on executive compensation, as described in the proxy materials. This proposal was approved.

 

        For        

 

    Against    

 

Abstained

 

Broker

  Non-Votes  

69,454,285

  3,879,131   242,829   26,938,394

Proposal 3

Proposal 3 was a management proposal to approve an amendment and restatement of the Tesla Motors, Inc. 2010 Equity Incentive Plan, as described in the proxy materials. This proposal was approved.

 

        For        

 

    Against    

 

Abstained

 

Broker

  Non-Votes  

46,319,147

  24,922,861   2,334,237   26,938,394

Proposal 4

Proposal 4 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2014, as described in the proxy materials. This proposal was approved.

 

        For        

 

  Against  

 

Abstained

 

Broker

Non-Votes

99,214,918

  885,268   414,453   0


Proposal 5

Proposal 5 was a stockholder proposal regarding supermajority stockholder voting provisions, as described in the proxy materials. This stockholder proposal was not approved.

 

        For        

 

    Against    

 

Abstained

 

Broker

  Non-Votes  

30,793,920

  42,430,080   352,245   26,938,394


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 MOTORS, INC.
    By:  

/s/ Deepak Ahuja

     

Deepak Ahuja

Chief Financial Officer

Date: June 6, 2014