Tesla, Inc. 10-Q

ITEM 5. OTHER INFORMATION The Board of Directors (the “ Board “) of Tesla has established May 16, 2023 as the date of the Company’s 2023 annual meeting of stockholders (the “ 2023 Annual Meeting ”). The time and location of the 2023 Annual Meeting will be specified in the Company’s proxy statement for the 2023 Annual Meeting. The Board has fixed the close of business on March 20, 2023 as the record date for determining stockholders of the Company who are entitled to vote at the 2023 Annual Meeting, including any adjournments or postponements of the 2023 Annual Meeting. Tesla’s 2022 annual meeting of stockholders (the “ 2022 Annual Meeting ”) was held on August 4, 2022. Because the date of the 2023 Annual Meeting is being changed by more than 30 days from the one-year anniversary of the 2022 Annual Meeting, the Company is informing stockholders of this change in accordance with Rule 14a-5(f) under the Exchange Act, and is informing stockholders of the new dates described below for submitting stockholder proposals and other matters. 57 Pursuant to Rule 14a-8(e)(2) of the Exchange Act, a stockholder intending to present a proposal to be included in the proxy statement for the 2023 Annual Meeting must deliver the proposal in writing to our principal executive offices no later than a reasonable time before we begin to print and mail the proxy materials for the 2023 Annual Meeting. Accordingly, the Board has fixed the new deadline for the submission of proposals to be included in the proxy statement for the 2023 Annual Meeting as December 22, 2022. Proposals should be addressed to: Tesla, Inc.; Attention: Legal Department,; 1 Tesla Road, Austin, Texas 78725, with a copy sent by e-mail to shareholdermail@tesla.com . Proposals of stockholders must also comply with the SEC’s rules regarding the inclusion of stockholder proposals in proxy materials, and we may omit any proposal from our proxy materials that does not comply with the SEC’s rules. Pursuant to Tesla’s bylaws, if a stockholder intends to present certain matters, including nominations for the election of directors, at the 2023 Annual Meeting without inclusion in our proxy materials, the notice must also be delivered to our principal executive offices, at the address set forth in the preceding paragraph, with a copy sent by e-mail to shareholdermail@tesla.com, between 120 days prior to the 2023 Annual Meeting and the later of (i) 90 days prior to the meeting or (ii) the 10th day following the public announcement of the date of the 2023 Annual Meeting (the “ Notice Period “). Accordingly, the Notice Period for the 2023 Annual Meeting will start on January 16, 2023 and end on February 15, 2023. The proposal or nomination must also contain the information required by our bylaws. ITEM 6. EXHIBITS See Index to Exhibits at the end of this Quarterly Report on Form 10-Q for the information required by this Item. 58 INDEX TO EXHIBITS Exhibit Incorporated by Reference Filed Number Exhibit Description Form File No. Exhibit Filing Date Herewith 31.1 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer — — — — X 31.2 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer — — — — X 32.1* Section 1350 Certifications — — — — 101.INS Inline XBRL Instance Document — — — — X 101.SCH Inline XBRL Taxonomy Extension Schema Document — — — — X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. — — — — X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document — — — — X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document — — — — X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document — — — — X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) * Furnished herewith 59 SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Tesla, Inc. Date: October 24, 2022 /s/ Zachary J. Kirkhorn Zachary J. Kirkhorn Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) 60