1. Tesla’s Board Chair Faces Opposition From Proxy Advisers

    Tesla’s Board Chair Faces Opposition From Proxy Advisers

    Institutional Shareholder Services Inc. and Glass Lewis, the two largest independent services meant to advise investors on crucial shareholder votes, have come out against the reelection of Tesla Inc.’s board chair on concerns about executive compensation and board independence...

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    1. The board concluded that because such arrangement is governed by a binding agreement with the company ... and is intended to replace an ordinary course insurance policy, it would not impair the independent judgment
    2. We are concerned that this D&O arrangement gives the company's independent directors a direct, personal financial dependency upon the CEO they are tasked with overseeing.
    3. Directors and executives with a pledged position may be forced to sell company stock (for example, to meet a margin call).
    4. The increase in pledging activity at the company with the absence of a clear rationale and lack of a more robust anti-pledging policy call into question the audit committee's ability to effectively oversee risk.
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