PlainSite ®

Legal Document
Delaware Court of Chancery
Case No. 2018-0408-KSJM
Richard J. Tornetta v. Elon Musk

Document 377

View Document

View Docket

Cover art © 2015 Think Computer Corporation. All rights reserved.

Learn more at http://www.plainsite.org.
 EFiled: Jun 14 2024 03:14PM EDT
Transaction ID 73394031
DLA Piper LLP (US)
Case No.Market
1201 North 2018-0408-KSJM
Street
Suite 2100
Wilmington, Delaware 19801-1147
www.dlapiper.com

John L. Reed
John.Reed@us.dlapiper.com
T 302.468.5635
F 302.397.2143

June 14, 2024

VIA E-FILE AND HAND DELIVERY

The Honorable Kathaleen St. Jude McCormick

Court of Chancery of the State of Delaware
Leonard L. Williams Justice Center
500 North King Street, Suite 11400
Wilmington, DE 19801

Re: Tornetta v. Musk, et al., C.A. No. 2018-0408-KSJM

Dear Chancellor McCormick:

We write on behalf of Nominal Defendant Tesla, Inc. (“Tesla,” or the

“Company”) to bring to the Court’s attention the results of the stockholder votes on

two independent proposals at the Company’s June 13, 2024 Annual Meeting: (i) the

ratification of Elon Musk’s 2018 Compensation Plan (“Ratification”); and (ii) the

conversion of Tesla from a Delaware corporation to a Texas corporation under 8

Del. C. § 266 (“Texas Redomestication”).

As more fully explained in the Form 8-K filed with the Securities and

Exchange Commission (Ex. A hereto), Tesla’s stockholders approved both

proposals, with approximately 72% of the votes cast in favor of Ratification and

approximately 84% in favor of Texas Redomestication (in each case excluding Elon
The Honorable Kathaleen St. Jude McCormick
June 14, 2024
Page Two

Musk’s and Kimbal Musk’s ownership), which also represents a vote of

approximately 63% of all outstanding Tesla shares in favor of Texas

Redomestication (including Elon Musk’s and Kimbal Musk’s ownership).

Following the fully informed Ratification vote, which embodies the will and

sound business judgment of Tesla’s stockholders, the Ratification is now effective.

As previously noted in our letters to Your Honor on April 17 and April 25, 2024,

and in Tesla’s May 7, 2024 Consolidated Opposition to the Three Motions, the

approval of Ratification by Tesla’s stockholders significantly impacts the claims and

issues in this action, including the Court’s final judgment, Plaintiff’s Fee Petition,

and the timing and topics to be covered in connection with the hearing on the Fee

Petition and judgment currently scheduled for July 8, 2024. Consequently, Tesla

respectfully suggests that the parties meet and confer on a proposed path forward,

including a potential revised schedule (subject to approval by the Court) to permit

the parties to detail their respective positions. We conferred with counsel for the

individual defendants, and they join in this request.

The Honorable Kathaleen St. Jude McCormick
June 14, 2024
Page Three

We are available at the Court’s convenience.

Respectfully Yours,

/s/ John L. Reed

John L. Reed

JLR:cg
Exhibit
Words: 303 of 1,000

cc: Catherine A. Gaul, Esq. (via e-file)

Rudolf Koch, Esq. (via e-file)
John Hendershot, Esq. (via e-file)
Kevin Gallagher, Esq. (via e-file)
Andrew Milam, Esq. (via e-file)
William M. Lafferty, Esq. (via e-file)
Susan W. Waesco, Esq. (via e-file)
Ryan D. Stottman, Esq. (via e-file)
David E. Ross, Esq. (via e-file)
Garrett B. Moritz, Esq. (via e-file)
Gregory V. Varallo, Esq. (via e-file)
Glenn R. McGillivray, Esq. (via e-file)
Peter B. Andrews, Esq. (via e-file)
Craig J. Springer, Esq. (via e-file)
David M. Sborz, Esq. (via e-file)
Andrew J. Peach, Esq. (via e-file)
Jackson E. Warren, Esq. (via e-file)
Kimberly A. Evans, Esq. (via e-file)