UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6 (e) (2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
Section 240.14a-11 (c) or
Section 240.14a-12
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TESLA, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11
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On June 23, 2022, Tesla, Inc. published the below pages on its
website at www.tesla.com/2022shareholdermeeting
and www.tesla.com/2022-meeting-terms:

2020 Annual Meeting of Stockholders and Battery Day Tuesday,
September 22, 2020 at 1:30 PM Pacific Time 2020 Annual Meeting of
Stockholders and Battery Day Tuesday, September 22, 2020 at 1:30 PM
Pacific Time
Tesla’s 2020 Annual Meeting of Stockholders will be held on Tuesday, September 22, 2020, at 1:30 PM Pacific Time. Immediately
following the conclusion of the 2020 Annual Meeting, we will hold our separate
Battery Day
event. Live video webcasts of both events will be accessible
to the
general public below.

Livestream Virtual
Meeting To accommodate ongoing public health
requirements and travel considerations, we are
also providing any stockholder as of July 31, 2020 the
means to join the 2020 Annual Meeting virtually at
www.meetingcenter.io/234436330. The virtual meeting will feature
the same live video webcasts accessible to the general
public above, plus the option to submit votes
and written comments on meeting agenda items. In order
to join the virtual meeting, you will need the password,
which is tsla2020, and a 15-digit secure “control number” unique to
you, which you may obtain as
follows: If you are a “stockholder of
record” with shares registered directly in your name with
our transfer agent, Computershare Trust Company (a
minority of Tesla stockholders), you can find the
control number on the Notice of Internet Availability or paper
proxy card that was sent to you (please check that it is
for the meeting as scheduled for September 22, 2020, NOT
as previously scheduled for July 7, 2020). If you are a
“beneficial owner” and hold shares through a broker, bank or
other organization (the vast majority of Tesla
stockholders), you will have to register in advance to
obtain a control number. Please ask your broker, bank or
organization for a “legal proxy” for the 2020 Annual
Meeting and submit a copy of it from your e-mail address
with “Legal Proxy” in the subject line to
legalproxy@computershare.com. If your request
is received no later than 2:00 PM Pacific Time on
September 17, 2020, you will receive a confirmation
e-mail with your control
number. Limited In-Person Events In
addition, we expect to accommodate a very limited number of
stockholders in-person at the 2020 Annual Meeting and
the Battery Day event due to mandated restrictions on the
size of in-person gatherings. Both events will be held
at:

Tesla, Inc. 901 Page A
Fremont, CA 94538 We
are excited to be able
to host attendees in Terms 1. Participation.
Tesla will conduct a random drawing to determine its stockholders’
eligibility to attend its 2020 Annual Meeting and
separate Battery Day event in person. The drawing
will be held strictly in accordance with these 2020
Annual Meeting & Battery Day Drawing
Terms (“Terms”), and no exceptions will be made.
Participation is voluntary and does not create a legal
partnership, agency, or other relationship between an applicant and
Tesla. Entries must be made by Friday, August 28, 2020
at 11:59 PM Pacific Time. Incomplete applications
or attempted applications by means other than through
the online application form will not
be considered. NO PURCHASE OR PAYMENT OF ANY
KIND IS NECESSARY TO APPLY OR BE SELECTED. A PURCHASE OR
PAYMENT WILL NOT INCREASE AN APPLICANT’S CHANCES OF
BEING SELECTED. DRAWING IS VOID WHERE PROHIBITED BY
APPLICABLE LAW. By participating in the
drawing, each applicant certifies that such applicant is of the
legal age of majority in the jurisdiction in which such
applicant resides (at least 18 years of age in
many countries) and such applicant represents that such
applicant is a stockholder and is legally permitted to
participate. 2. Eligibility. Each
applicant will be required to submit proper evidence of stock
ownership as of July 31, 2020, which must be one of the
following and must show the name of
the stockholder: For “stockholders of record”
on July 31, 2020, a “Notice of Internet
Availability” or paper proxy card that was sent to the
stockholder (please check that it is for the meeting as
scheduled for September 22, 2020, NOT as previously
scheduled for July 7, 2020); or a statement of ownership
from Tesla’s transfer agent, Computershare, confirming
stock ownership as of July 31, 2020. For
“beneficial owners” on July 31, 2020,

a notice regarding the 2020 Annual Meeting received from the
broker, bank or other organization through which shares
were held (please check that it is for the meeting
as scheduled for September 22, 2020, NOT as previously
scheduled for July 7, 2020); or a “legal proxy” document
from such organization indicating the stockholder’s authority
to vote the shares at the 2020 Annual Meeting (please
check that it is for the meeting as scheduled for
September 22, 2020, NOT as previously scheduled for July 7, 2020);
or a statement or letter from such organization
confirming stock ownership as of July
31, 2020. If selected, an applicant will be
asked to submit a copy of valid
government-issued identification and, where applicable,
proof of address for such applicant. If the applicant is
the stockholder and is a natural person, the name shown
on such identification must match the name shown on the
submitted evidence of stock ownership, as well as the name on
the application. If the applicant represents a
stockholder that is an entity, such applicant will
also be asked to submit acceptable evidence of such
applicant’s legal ability to represent the stockholder,
which must match the name shown on such identification.
Acceptable government-issuedidentification must, at a
minimum, include the applicant’s current photo,
full name, address or place of birth, identification
number, and date of birth. If a selected
applicant cannot satisfy these requirements in a timely
manner, the selection will be
forfeited. THERE IS A MAXIMUM OF ONE
APPLICATION PER STOCKHOLDER. TESLA WILL SCREEN FOR
MULTIPLE APPLICATIONS BY OR ON BEHALF OF THE SAME
STOCKHOLDER (INCLUDING REPRESENTATIVES OF THE SAME
STOCKHOLDER ENTITY), AND ALL IDENTIFIED MULTIPLE
APPLICATIONS BY OR ON BEHALF OF A STOCKHOLDER WILL
BE DISQUALIFIED. 3. Guests.
Each application is personal to the applicant submitting it. If an
applicant is selected, under no circumstances will a
spouse, domestic partner, child, or other family member
or guest of such applicant (including a joint owner of shares) be
admitted to the events unless such other person has
separately applied for the drawing in his or her
capacity as a stockholder and been selected. If the
stockholder is an entity, only its legal
representative who applies for and is selected in the
drawing will be eligible for
admission. 4. General Conditions. All
determinations by Tesla with respect to the drawing or
any applicant’s eligibility will be final. Tesla, in its
sole discretion, will determine the validity of
each application. If Tesla determines or believes that
any application is fraudulent, illegitimate or invalid,
or that any applicant has failed to comply with or has violated any
provision of these Terms, Tesla will have the right in
its discretion to disqualify any affected
applicant(s). Tesla reserves the right to modify these
procedures or whether and how the in-person portion of
the events will be held in its sole discretion. Tesla may be
required to or choose to further change the date, time,
location and/or format of the events. Irrespective of changes
in schedule, government travel restrictions or other
foreseeable and unforeseeable events, Tesla will not be
responsible for any travel or lodging arrangements made or other
expenses incurred in anticipation or furtherance of
attending the events in person.

INVITATIONS TO ATTEND THE EVENTS ARE NOT TRANSFERABLE AND ANY
ATTEMPT TO TRANSFER AN INVITATION TO ANY OTHER PERSON
WILL BE VOID AND WILL RESULT IN SUCH INVITATION BEING
RESCINDED. 5. Release and
Limitations. By participating in this drawing, and to the extent
there are any media recordings (photograph/video) of the
event, each applicant authorizes and releases Tesla, or
its respective licensees, affiliates, successors, and assignees the
right, where permitted by law, without any further
notice, review or consent to print, publish,
broadcast, distribute, and use, worldwide in any media
now known or hereafter in perpetuity and on a worldwide
basis, the photographs, images or video shared or captured with or
on behalf of Tesla, including, without limitation, the
content of media including subjects captured, associated
content, voice, likeness, image or statements, as well as metadata
information for any purpose including but not limited to
news, publicity, advertising, public relations, or
other promotional purposes without any expectation of
compensation or remuneration now or in
the future. Each applicant also agrees that
Tesla will have no liability for, and shall be held harmless
by such applicant against, any liability for any
injuries, losses or damages of any kind to
persons, including personal injury or death, or property
resulting in whole or in part, directly or indirectly,
from acceptance, or participation in this drawing, or any claims
based on publicity rights, defamation or invasion of
privacy. The released parties are not responsible if
any eligibility is revoked due to cancellations, delays,
or interruptions due to acts of God, acts of war,
natural disasters, weather, or
terrorism. 6. Notification of
Selection. Each selected applicant will be notified by direct email
using the email address provided during the application.
Each selected applicant must respond to the direct email
message within forty-eight (48) hours after the direct email
message is sent. If such selected applicant does not
respond to the direct email message with a submission
of legible and complete copy of any additional proper
evidence demonstrating eligibility to attend this event
as described in Section 2, such selected applicant may be
disqualified, and Tesla reserves the right to select an
alternative applicant at random. 7. Conduct.
By participating in this drawing, each applicant agrees in advance,
if selected, to conduct himself or herself at the events
in a responsible, professional and courteous
manner, free from disruptive behavior, including foul
language and obscene gestures (as well as any obscene or
indecent messages on signs or clothing). Each selected applicant
will further comply with local California public health
authority requirements, requests from Tesla
staff regarding safety and any changes to operations
and/or emergency response procedures. Any lack of
adherence to this code of conduct may result in permanent
disqualification from future Tesla events, as well as
potential violation of local ordinances resulting in possible
arrest
and prosecution. 8. Governing Law.
Any litigation or dispute resolution between the applicant and
Tesla arising out of or relating to these Terms, will
take place in the Northern District of California, and
each applicant and Tesla hereby consent to the personal
jurisdiction of and exclusive venue in the state and
federal courts within that District with respect to any such
litigation or dispute resolution. This Agreement will be
governed by and construed in accordance with the laws
of

the United States and the State of California, except that body of
California law concerning conflicts of
law. 9. Privacy. Each applicant
applying for a chance to attend the events in-person
acknowledges and understands that the application
information submitted may be stored and processed in any
country which Tesla has facilities or in which Tesla engages
service providers. Those countries may not have the same
data protection laws as the country in which an
applicant initially provided that information. When
Tesla transfers information from or about an
applicant to other countries, Tesla will protect it as
described in Tesla's Privacy Notice. By submitting your
application, or otherwise providing information to Tesla, each
applicant consents to the transfer of information from
or about such applicant to countries outside of such
applicant’s country of residence, including the United
States. Applicant information will not be used
for marketing, and processed and retained only for the
purposes described herein, and in accordance with
Tesla's Privacy Notice.
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