Item 5.07    Submission of Matters to a Vote of Security Holders.



At Tesla, Inc.'s ("Tesla") 2021 Annual Meeting of Stockholders (the "Annual Meeting") held on October 7, 2021, Tesla's stockholders voted on the following nine proposals and Tesla's inspector of election certified the vote tabulations indicated below.





Proposal 1


The individuals listed below were elected as Class II directors at the Annual Meeting to serve on Tesla's Board of Directors ("Board") for a term of three years or until their respective successors are duly elected and qualified.





                  For       Against   Abstained Broker Non-Votes

James Murdoch 411,565,464 175,158,627 6,616,291 172,084,569 Kimbal Musk 473,486,890 117,345,144 2,508,349 172,084,569






Proposal 2


Proposal 2 was a management proposal to adopt amendments to Tesla's certificate of incorporation to reduce director terms to two years. This proposal was not approved because it did not constitute at least 66 2/3% of the total outstanding shares of Tesla's common stock.





    For      Against  Abstained Broker Non-Votes
590,125,430 2,685,981  529,202    172,084,569




Proposal 3


Proposal 3 was a management proposal to adopt amendments to Tesla's certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements. This proposal was not approved because it did not constitute at least 66 2/3% of the total outstanding shares of Tesla's common stock.

For Against Abstained Broker Non-Votes 358,741,943 38,348,031 194,487,735 173,847,242






Proposal 4


Proposal 4 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. This proposal was approved.





    For      Against  Abstained Broker Non-Votes
759,521,206 4,675,596 1,228,380        -




Proposal 5


Proposal 5 was a non-binding advisory stockholder proposal regarding reduction of director terms to one year. This stockholder proposal was approved.

For Against Abstained Broker Non-Votes 314,635,765 260,929,367 17,775,250 172,084,569






Proposal 6


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Proposal 6 was a non-binding advisory stockholder proposal regarding additional reporting on diversity and inclusion efforts. This stockholder proposal was approved.

For Against Abstained Broker Non-Votes 323,395,861 244,892,561 25,052,192 172,084,569






Proposal 7


Proposal 7 was a non-binding advisory stockholder proposal regarding reporting on employee arbitration. This stockholder proposal was not approved.

For Against Abstained Broker Non-Votes 265,528,657 307,087,258 20,724,698 172,084,569






Proposal 8


Proposal 8 was a non-binding advisory stockholder proposal regarding assigning responsibility for strategic oversight of human capital management to an independent board-level committee. This stockholder proposal was not approved.

For Against Abstained Broker Non-Votes 187,798,567 368,603,592 36,938,454 172,084,569






Proposal 9


Proposal 9 was a non-binding advisory stockholder proposal regarding additional reporting on human rights. This stockholder proposal was not approved.

For Against Abstained Broker Non-Votes 148,684,322 427,124,353 17,531,938 172,084,569

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