Tesla Left Delaware for Texas on June 13, 2024. The Vote and the Certificate Are Different Documents.

Tesla, Inc. is a Texas corporation. The conversion from Delaware is a vote, a certificate, and a later quarterly report. Those are not the pay-package opinions. The chair’s letter about why to leave Delaware is not the Delaware Supreme Court’s later judgment.

The company is Tesla. The pay case is Tornetta. The December 3, 2026 ballot is the 2026 proxy. It is a Texas company voting on that ballot. The ballot is not this conversion.

What the June 14, 2024 report counts

Tesla’s Form 8-K, filed June 14, 2024, reports the annual meeting on June 13, 2024. The cover lists the state of incorporation as Texas. Item 5.07 is submission of matters to a vote of security holders. Brandon Ehrhart, general counsel and corporate secretary, signed it.

Proposal 3 was “to approve the redomestication of Tesla from Delaware to Texas by conversion.” The 8-K says the proposal was approved. It required two standards, both of them:

• A majority of outstanding shares entitled to vote. The filing calls this the Conversion Standard.
• A majority of the total votes of shares not owned, directly or indirectly, by Elon Musk or Kimbal Musk, represented in person or by proxy and entitled to vote. The filing calls this the Conversion Disinterested Standard.

The inspector’s counts:

Label: The 8-K. “About 63 percent” and “about 84 percent” are the filing’s own roundings of those tables. This page does not recompute them. Broker non-votes are in the table. They are not a third percentage.

The same 8-K’s Proposal 4 is the ratification vote on the 2018 award. That count, including the about 72 percent disinterested figure, is on the Tornetta page. A ratification vote and a conversion vote were taken the same day. They are not the same proposal.

The certificate, the same day

Exhibit 3.1 to the Form 10-Q for the quarter ended June 30, 2024 is the certificate of formation. It says Tesla, Inc., formerly Tesla Motors, Inc., a Delaware corporation, “was converted into a corporation incorporated under the laws of the State of Texas under the name ‘Tesla, Inc.’ on June 13, 2024 pursuant to a plan of conversion.” Vaibhav Taneja, chief financial officer, signed it on June 13, 2024.

The same certificate prints a registered office at 1999 Bryan Street, Suite 900, Dallas, Texas 75201-3136, agent CT Corporation System, and a mailing address of 1 Tesla Road, Austin, Texas 78725. Authorized capital is 6,000,000,000 shares of common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001. The initial board it names has eight directors: Elon Musk, Robyn M. Denholm, Ira Ehrenpreis, Joe Gebbia, James Murdoch, Kimbal Musk, JB Straubel, and Kathleen Wilson-Thompson.

Article 4.3 says that, to the maximum extent permitted by the Texas Business Organizations Code, and subject to the rights it lists, the vote of shareholders holding a majority of the shares entitled to vote on the matter then outstanding is sufficient to approve any action, including any “fundamental business transaction” as that code defines it. Article 7.2 says special meetings may be called by the holders of not less than 50 percent, or the highest percentage the code allows, of the shares entitled to vote at that meeting, along with the officers and the board the article also names. Article 9 says amending Articles V, VI, VII, or IX takes the affirmative vote of at least 66 2/3 percent of the voting power entitled to vote generally in the election of directors.

Label: The certificate. A conversion on June 13 is that document. The 50 percent special-meeting line and the 66 2/3 percent amendment line are clauses in it. They are not a comparison, written by this desk, of Texas law with Delaware law.

The 10-Q itself says Tesla “was incorporated in the State of Delaware on July 1, 2003 and converted to a Texas corporation on June 13, 2024.” Label: That sentence. July 1, 2003, is the 10-Q’s incorporation date. It is also the date the certificate gives for the Delaware corporation.

The same 10-Q says that before the conversion, three derivative actions were filed in the Delaware Court of Chancery on May 24, June 10, and June 13, 2024, against current and former directors, regarding topics involving Elon Musk and others, X Corp., and xAI. It says the suits assert claims including breach of fiduciary duty and breach of contract, and seek unspecified damages. Label: The 10-Q’s description of those complaints. Allegations in a complaint are not findings. This page does not open the complaints.

What the chair’s letter said the vote was for

On May 21, 2024, Tesla filed a DEFA14A that says the company delivered a letter to stockholders that day. Robyn M. Denholm, chair of the board, signed it. The letter says the Delaware court “ignored the will of stockholders and overturned your vote.” It says that, in line with the recommendation of the independent special committee, redomesticating in Texas “will best position us to fulfill our mission.” It calls the Texas legal regime “the regime of the future.” A later block says Texas is already “our business home,” that Gigafactory Texas is the largest manufacturing facility and is in the state, and that remaining incorporated in Delaware, “where the corporate law is increasingly causing uncertainty and instability for our stockholders,” does not support the company anymore.

Label: The chair’s May 21, 2024 letter, as that soliciting material prints it. “Ignored the will of stockholders” is her characterization of the Court of Chancery’s January 30, 2024 opinion. That opinion rescinded the 2018 award. The Delaware Supreme Court, on December 19, 2025, reversed the rescission and reinstated the plan. The Tornetta page is that sequence. The May letter cannot describe a judgment that had not been issued. The letter’s “special committee” is the letter’s reference. This desk did not open a separate committee report.

The letter’s footnotes print other figures, including a shareholder-return percentage and a Gigafactory Texas impact number. Those footnotes are the letter’s. They are not the conversion vote.

What this page does not confirm

• That the June 13 vote erased the January 30, 2024 opinion. The vote is an 8-K. The opinion is a court. The Supreme Court’s later reversal is a third document.
• A side-by-side of the Texas code and the Delaware code. The certificate quotes the company’s clauses. It is not this desk’s treatise.
• The text of the three derivative complaints the 10-Q lists. The dates and the claim types are the quarterly report’s summary.
• A Tesla–SpaceX combination. The state of incorporation is not a merger. That argument is merger talk.

On the map

Tesla is the company. Tornetta is the 2018 award, the June 13 ratification count, and the December 19, 2025 reinstatement. SolarCity is the earlier acquisition. The docket on that deal is the stockholder case. The 2026 proxy is the December 3 meeting of the Texas corporation.

Sources

Checked October 20, 2026.