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The proposals – disclosed in a filing on Thursday – also contain one investor resolution for the preparation of a key-person risk report from the company whose reliance on CEO Elon Musk has raised concerns.
Tesla shareholders usually vote largely in line with board recommendations. Last year, votes on only three of the 13 proposals went against the recommendations.
Here is a snapshot of the proposals:
BOARD NOMINATION
Straubel, who stepped down in 2019, is set to make a return to the company if investors vote for the former chief technology officer’s nomination to the board.
Known for his work on Tesla’s battery tech and the Model 3 compact sedan, Straubel has spent the past few years with Redwood (NYSE:RWT) Materials Inc – a battery recycling firm he co-founded.
Chair Robyn Denholm and Musk are also up for re-election.
FREQUENCY OF NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Tesla said shareholders will vote on how frequently they would prefer a non-binding, advisory vote on compensation for executive officers.
Investors will choose between one, two and three-year intervals for the non-binding vote on executive compensation, the board said, adding that it recommends a three-year interval.
INVESTOR PROPOSAL ON REPORTING ON KEY-PERSON RISK
The proposal from Iceland-based investor Sumtris ehf seeks to identify key persons, succession processes and other “actions to ameliorate the impacts of their potential loss.”
Fears have deepened over Tesla’s reliance on Musk, who also heads several other companies including social media firm Twitter, which he bought for $44 billion last year.
The EV maker has urged shareholders to vote against the proposal, saying it “would cause unnecessary competitive harm”.
EXECUTIVE COMPENSATION
The board also asked shareholders to approve a compensation plan for its four executives – Elon Musk, Tom Zhu, Andrew Baglino and Zachary Kirkhorn – on an advisory basis.
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Tesla asked investors to vote for PricewaterhouseCoopers to continue as its auditor for the 2023 financial statements. PWC has been auditing the automaker’s financial statements for the past 17 years, it said.
