Shareholder Vote

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): September 22, 2020     Tesla, Inc. (Exact Name of Registrant as Specified in Charter)                 Delaware   001-34756   91-2197729 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)       3500 Deer Creek Road Palo Alto , California 94304 (Address of Principal Executive Offices, and Zip Code)   ( 650 ) 681-5000 Registrant’s Telephone Number, Including Area Code   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. below):     ☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock TSLA The Nasdaq Global Select Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07      Submission of Matters to a Vote of Security Holders .   At Tesla, Inc.’s (“ Tesla ”) 2020 Annual Meeting of Stockholders (the “ Annual Meeting ”) held on September 22, 2020, Tesla’s stockholders voted on the following seven proposals and Tesla’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 Tesla’s Board of Directors (“ Board ”) for a term of three years or until their respective successors are duly elected and qualified.     For Against Abstained Broker Non-Votes Elon Musk 110,328,940 953,331 429,800 41,621,031 Robyn Denholm 90,590,973 20,857,780 263,318 41,621,031 Hiromichi Mizuno 111,178,487 269,438 264,145 41,621,031   Proposal 2   Proposal 2 was a management proposal to approve Tesla’s executive compensation on a non-binding advisory basis. This proposal was approved.   For Against Abstained Broker Non-Votes 93,570,712 17,102,888 1,038,471 41,621,031   Proposal 3   Proposal 3 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. This proposal was approved.   For Against Abstained Broker Non-Votes 151,763,733 873,821 695,548 —   Proposal 4   Proposal 4 was a non-binding advisory stockholder proposal regarding paid advertising.  This stockholder proposal was not approved.   For Against Abstained Broker Non-Votes 1,108,793 109,870,646 732,632 41,621,031   Proposal 5   Proposal 5 was a non-binding advisory stockholder proposal regarding simple majority voting provisions in Tesla’s governing documents.  This stockholder proposal was approved.   For Against Abstained Broker Non-Votes 62,212,916 48,879,035 620,120 41,621,031   Proposal 6       Proposal 6 was a non-binding advisory stockholder proposal regarding reporting on employee arbitration.  This stockholder proposal was not approved.   For Against Abstained Broker Non-Votes 29,705,849 81,039,674 966,548 41,621,031   Proposal 7   Proposal 7 was a non-binding advisory stockholder proposal regarding additional reporting on human rights.  This stockholder proposal was not approved.   For Against Abstained Broker Non-Votes 27,524,596 83,367,090 820,385 41,621,031         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, INC.       By:   /s/ Zachary J. Kirkhorn     Zachary J. Kirkhorn Chief Financial Officer Date: September 24, 2020