Tesla Inc. investors will be more anxious than usual to get an update from Chief Executive Officer Elon Musk on Tuesday at the company’s annual meeting. With the stock down 36% for the year and concern about the pace of vehicle deliveries top of mind, Musk is likely to try to soothe unease about Tesla’s fortunes. This will be the first annual meeting for Oracle founder Larry Ellison and Walgreen executive Kathleen Wilson-Thompson, who both joined the board in late December.
The shareholder gathering is typically a ritualized affair where Musk talks about his bold vision for the future, but there’s also corporate governance business to attend to. Will Robyn Denholm, the new board chairman appointed in November, speak publicly about her role? Does Larry Ellison, who has an equity stake second only to the CEO, get a seat sit front and center?
With a mix of big themes and shareholder proposals, here are five key things to watch and listen for when the meeting gets underway at 5:30 p.m. in New York (2:30 p.m. local time). Tesla shares rose 1.2% to $215.55 in pre-market trading as of 7 a.m. Tuesday in New York.
1. SIGNED, SEALED BUT DELIVERED?: Tesla has said it expects to deliver 90,000 to 100,000 cars in the second quarter after delivering just 63,000 in the first quarter. InsideEVs estimates Tesla delivered 28,275 cars total in the U.S. in April and May, but the company also began shipping cars to Europe and China earlier this year. Can Tesla hit its target without massive discounting and incentives that impact margins? Musk’s body language when he talks about how the quarter is shaping up will be telling. Ben Kallo, an analyst at Robert W. Baird, thinks any update on deliveries or demand could be a positive catalyst. “We continue to believe demand concerns are overblown, and we think a favorable update at the annual meeting could help further improve sentiment,” Kallo wrote in a research note.
2. DENHOLM’s DEBUT AS CHAIR: Robyn Denholm was appointed board chair Nov. 7 as part of the company’s settlement agreement with the U.S. Securities and Exchange Commission. Denholm was the chief financial officer of Australian telecommunications company Telstra, but she officially left Telstra in May and is expected to serve as board chair full time. Will Tesla use the meeting as an opportunity to introduce Denholm to its shareholders? Or will she stay out of the limelight, at least publicly deferring to the CEO?
3. BIG IN CHINA: China is Tesla’s second-largest market after the U.S., and the company’s gigafactory near Shanghai will produce batteries as well as cars for the local market. The building itself has gone up with astonishing speed, but a lot of questions remain: Who is the battery supplier going to be? When will equipment be installed?
4. KEY EXECS: At the annual meeting in 2018, Musk made a point to call other executives up on stage. A lot has changed since then in upper management. New CFO Zachary Kirkhorn and new General Counsel Jonathan Chang were both promoted into those roles within the past year. Investors may be keen to hear from Jerome Guillen, president of automotive, or any of the regional sales leads, but it’s unclear if they or others will be asked by Musk to address the meeting this year.
5. BOARD SEAT SHRINKAGE: When Tesla filed its proxy on Good Friday, it contained a bombshell: directors Brad Buss, a former CFO at SolarCity Corp., and Linda Johnson Rice, CEO of Johnson Publishing Co., won’t be seeking re-election after their terms expire Tuesday and won’t be replaced. That reduces the size of the 11-member board to nine. Tesla has proposed electing two directors: Kathleen Wilson-Thompson, who just joined the board in December, and Ira Ehrenpreis, a venture capitalist who has been on the board since May 2007. Proxy-advisory firm Institutional Shareholder Services Inc. believes a vote for Wilson-Thompson is warranted but is recommending against Ehrenpreis “for concerns regarding the continued lack of performance-conditioned pay to executives other than CEO Musk.” Glass Lewis recommends that shareholders vote for both nominees.
Tesla is also proposing to reduce director terms from three years to two years, giving the board a two-class structure. If approved, longtime board member Antonio Gracias would be reassigned as a “Class 1” director and would not stand for re-election at the end of his term in 2020. If the proposal is not approved, Gracias would serve until the end of his term in 2021. ISS is recommending shareholders to vote for the proposal, as is Glass Lewis.