Tesla investors push for June 6 vote on overhaul of company board structure

The Connecticut Retirement Plans and Trust Funds (CRPTF) filed a proposal with Tesla in an attempt to transition the governing board’s structure to “better meet challenges the company now faces as a maturing public company.”

The proposal will be voted on by shareholders in Tesla’s 2017 annual meeting on June 6th, 2017. In support of the proposal, the CRPTF sent a letter to investors advocating its position on the proposal, requesting they vote “FOR” the proposal.

It is looking for a change from the current structure by creating a board that would be up for election annually, as a means of creating a management team more focused on delivering near term results and to ensure “board independence and director succession planning”. The CRPTF nebulously notes that it is seeking the change to create more continuity in the company.

“We believe the annual election of directors will incentivize more consistent communication between the board and long-term shareholders and strengthen alignment of interests in addressing these challenges.”

The proposal specifically calls out several risk areas based on relationships between board members outside of Tesla:

• Both the Elon Musk Revocable Trust and Kimbal Musk, Elon Musk’s brother and a Tesla director, are investors in funds advised by Valor Management Corp., of which Mr. Gracias is CEO.
• Mr. Ehrenpreis and a fund he manages are investors in SpaceX, a company founded and led by Elon Musk.
• Mr. Jurvetson is a managing director of a firm that is a “significant stockholder” in SpaceX and the Elon Musk Revocable Trust is an investor in a fund managed by the firm.

The motion continues the push by the CRPTF to shift the governance model of Tesla to what it deems a more stable structure poised to set the company up to perform well against other companies of its size. The CRPTF previously pushed Tesla to add new members that were independent from Elon Musk, something the company said it was already working on in parallel to the effort by the CRPTF. The current board is comprised of members with complex financial and family ties to Musk including his brother Kimball who has been on the board since 2004 and holds a significant amount of Tesla stock.

The letter from the CRPTF ironically cites financial studies based on traditional business models without recognizing that Tesla’s success is largely as a result of its unwillingness to follow conventional wisdom, instead building businesses from a blank sheet of paper on up.

“Finally, we believe that annual accountability can lead to increased company performance. Academic studies have found that classified boards are associated with lower firm valuation, poorer pay/performance alignment, a lower likelihood of CEO termination in the event of poor performance, and a higher likelihood of value-destroying acquisitions. Annual director elections have also been found to correlate with greater R&D expenditures that are important for future success.^“

In the past, Musk has railed publicly against external pressure to modify the current structure within Tesla which is understandable based on his history. He lost control of X.com through the merger with PayPal, and coming out of the eventual sale he vowed not to let future companies slip out of his control.

Source: Tesla Investor Relations

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