Mounting Concerns 

In the wake of the proposed acquisition of Solar City by Tesla Motors, shareholders have mounting concerns about the long-term value of Tesla stock.

Governance concerns, lack of board independence, and poor management all give investors pause about their continued investment.

There is evidence that companies that have better compensation, human capital management and corporate governance practices perform better over the long-term. The time has come for Tesla to stop operating like the venture capital backed firm that they once were, and adopt real, lasting governance changes.

The recent announcement of the proposed acquisition of Solar City by Tesla underscores the need for the Board of Directors of Tesla to adopt real, meaningful changes.

It’s time for the Board of Directors to consider adopting some structural changes to the Board that would allow for more independence. Six of the seven current Board members of Tesla have some ties to Solar City. How can we be assured that they are voting in the best interests of shareholders?

Therefore, shareholders should urge the Board to do the following:

· Add independent members of the Board to Tesla,

· Declassify the Board so that shareholders can vote annually on Director Elections,

· Separate the roles of Chairman of the Board and CEO

· Adopt a responsible contractor policy for all work at the Company’s assembly line and batter plant,

· Vote no on the Solar City transaction,

· Adopt a policy that limits the amount of familial and corporate interlocks on the Board of Directors.