SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 23, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
3500 Deer Creek Road
Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(Registrants 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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01||Other Events.|
On January 23, 2018, Tesla, Inc. (Tesla) issued a press release announcing the grant on January 21, 2018 of a 100% performance-based stock option award (the CEO Performance Award) to Elon Musk, Teslas Chief Executive Officer and Chairman, subject to approval at a meeting of Teslas stockholders by a majority of the votes cast, excluding any shares directly or indirectly owned by Elon Musk or Kimbal Musk.
The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Tesla plans to file with the Securities and Exchange Commission (the SEC), and furnish to its stockholders, a proxy statement in connection with the CEO Performance Award (the Proxy Statement) to be voted upon at a special meeting of stockholders (the Special Meeting). The Proxy Statement will contain important information about the CEO Performance Award and related matters. STOCKHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE CEO PERFORMANCE AWARD. Stockholders will be able to obtain free copies of these documents and other documents filed with the SEC by Tesla through the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free copies of these documents from Tesla by contacting Teslas Investor Relations by e-mail at email@example.com, or by going to Teslas Investor Relations page on its website at ir.tesla.com.
Participants in the Solicitation
The directors and executive officers of Tesla may be deemed to be participants in the solicitation of proxies from the stockholders of Tesla in connection with the CEO Performance Award. Information regarding the interests of participants in the solicitation of proxies in respect of the Special Meeting will be included in the Proxy Statement.
Certain statements in this report and the exhibit hereto, including statements regarding future development plans, are forward-looking statements that are subject to risks and uncertainties. These forward-looking statements are based on managements current expectations. Various important factors could cause actual results to differ materially, including the risks identified in our SEC filings. Tesla disclaims any obligation to update any forward-looking statement contained in this report and the exhibit hereto.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release of Tesla, Inc., dated January 23, 2018.|
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.
/s/ Todd A. Maron
Todd A. Maron
General Counsel and Secretary
Date: January 23, 2018