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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/17 Tesla, Inc. 10-K 12/31/16 152:26M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.09M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 67K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 48K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 51K
5: EX-10.5 Material Contract HTML 129K
6: EX-10.6 Material Contract HTML 85K
7: EX-10.7 Material Contract HTML 76K
8: EX-10.8 Material Contract HTML 104K
10: EX-21.1 Subsidiaries List HTML 113K
11: EX-23.1 Consent of Experts or Counsel HTML 44K
12: EX-23.2 Consent of Experts or Counsel HTML 46K
16: EX-99.1 Miscellaneous Exhibit HTML 1.00M
9: EX-12.1 Statement re: Computation of Ratios HTML 51K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 53K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 53K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 48K
23: R1 Document and Entity Information HTML 74K
24: R2 Consolidated Balance Sheets HTML 161K
25: R3 Consolidated Balance Sheets (Parenthetical) HTML 63K
26: R4 Consolidated Statements of Operations HTML 111K
27: R5 Consolidated Statements of Comprehensive Loss HTML 66K
28: R6 Consolidated Statements of Redeemable HTML 124K
Noncontrolling Interest and Stockholders' Equity
29: R7 Consolidated Statements of Redeemable HTML 48K
Noncontrolling Interest and Stockholders' Equity
(Parenthetical)
30: R8 Consolidated Statements of Cash Flows HTML 177K
31: R9 Overview of the Company HTML 49K
32: R10 Summary of Significant Accounting Policies HTML 293K
33: R11 Acquisition of SolarCity HTML 167K
34: R12 Intangible Assets HTML 118K
35: R13 Fair Value of Financial Instruments HTML 167K
36: R14 Inventory HTML 72K
37: R15 Solar Energy Systems, Leased and To Be Leased - HTML 67K
Net
38: R16 Property, Plant, and Equipment HTML 93K
39: R17 Non-cancellable Operating Lease Payments HTML 63K
Receivable
40: R18 Accrued Liabilities and Other HTML 74K
41: R19 Other Long-term Liabilities HTML 75K
42: R20 Customer Deposits HTML 47K
43: R21 Convertible and Long-term Debt Obligations HTML 413K
44: R22 Common Stock HTML 54K
45: R23 Equity Incentive Plans HTML 302K
46: R24 Income Taxes HTML 294K
47: R25 Commitments and Contingencies HTML 116K
48: R26 VIE Arrangements HTML 139K
49: R27 Lease Pass-Through Financing Obligation HTML 70K
50: R28 Defined Contribution Plan HTML 48K
51: R29 Related Party Transactions HTML 58K
52: R30 Quarterly Results of Operations HTML 131K
53: R31 Segment Reporting and Information about Geographic HTML 134K
Areas
54: R32 Subsequent Events HTML 48K
55: R33 Summary of Significant Accounting Policies HTML 381K
(Policies)
56: R34 Summary of Significant Accounting Policies HTML 213K
(Tables)
57: R35 Acquisition of SolarCity (Tables) HTML 157K
58: R36 Intangible Assets (Tables) HTML 120K
59: R37 Fair Value of Financial Instruments (Tables) HTML 155K
60: R38 Inventory (Tables) HTML 70K
61: R39 Solar Energy Systems, Leased and To Be Leased - HTML 69K
Net (Tables)
62: R40 Property, Plant, and Equipment (Tables) HTML 86K
63: R41 Non-cancellable Operating Lease Payments HTML 59K
Receivable (Tables)
64: R42 Accrued Liabilities and Other (Tables) HTML 72K
65: R43 Other Long-term Liabilities (Tables) HTML 73K
66: R44 Convertible and Long-term Debt Obligations HTML 344K
(Tables)
67: R45 Equity Incentive Plans (Tables) HTML 279K
68: R46 Income Taxes (Tables) HTML 295K
69: R47 Commitments and Contingencies (Tables) HTML 89K
70: R48 VIE Arrangements (Tables) HTML 140K
71: R49 Lease Pass-Through Financing Obligation (Tables) HTML 60K
72: R50 Related Party Transactions (Tables) HTML 54K
73: R51 Quarterly Results of Operations (Tables) HTML 129K
74: R52 Segment Reporting and Information about Geographic HTML 133K
Areas (Tables)
75: R53 Overview of the Company - Additional Information HTML 52K
(Detail)
76: R54 Summary of Significant Accounting Policies - HTML 155K
Additional Information (Detail)
77: R55 Summary of Significant Accounting Policies - HTML 91K
Schedule of Account Activity Related to Resale
Value Guarantee Program (Detail)
78: R56 Summary of Significant Accounting Policies - HTML 56K
Schedule of Potential Weighted Common Shares
Outstanding that were Excluded from Computation of
Basic and Diluted Net Loss per Share of Common
Stock (Detail)
79: R57 Summary of Significant Accounting Policies - HTML 54K
Estimated Useful Lives of Respective Assets
(Detail)
80: R58 Summary of Significant Accounting Policies - HTML 57K
Schedule of Estimated Useful Lives of Related
Assets (Detail)
81: R59 Summary of Significant Accounting Policies - HTML 57K
Schedule of Accrued Warranty Activity (Detail)
82: R60 Acquisition of SolarCity - Additional Information HTML 81K
(Detail)
83: R61 Acquisition of SolarCity - Schedule of Fair Value HTML 53K
of the Consideration Transferred as of Acquisition
Date (Detail)
84: R62 Acquisition of SolarCity - Schedule of the Fair HTML 51K
Value of Consideration Transferred as of
Acquisition Date (Parenthetical) (Detail)
85: R63 Acquisition of SolarCity - Schedule of Fair Values HTML 104K
of the Assets Acquired and Liabilities Assumed
(Detail)
86: R64 Acquisition of SolarCity - Schedule of Fair Value HTML 65K
of Identified Intangible Assets and their Useful
Lives (Detail)
87: R65 Acquisition of SolarCity - Schedule of Unaudited HTML 54K
Pro Forma Information (Detail)
88: R66 Intangible Assets - Summary of Acquired Intangible HTML 72K
Assets (Detail)
89: R67 Intangible Assets - Total Future Amortization HTML 61K
Expense for Intangible Assets (Detail)
90: R68 Fair Value of Financial Instruments - Additional HTML 89K
Information (Detail)
91: R69 Fair Value of Financial Instruments - Schedule of HTML 62K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
92: R70 Fair Value of Financial Instruments - Schedule of HTML 66K
Estimated Fair Values and their Carrying Values
(Detail)
93: R71 Inventory - Schedule of Inventory (Detail) HTML 56K
94: R72 Inventory - Additional Information (Detail) HTML 47K
95: R73 Solar Energy Systems, Leased and To Be Leased - HTML 63K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
96: R74 Solar Energy Systems, Leased and To Be Leased - HTML 54K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Parenthetical) (Detail)
97: R75 Property Plant and Equipment - Schedule of HTML 69K
Property, Plant and Equipment, Net (Detail)
98: R76 Property Plant and Equipment - Additional HTML 72K
Information (Detail)
99: R77 Non-cancellable Operating Lease Payments HTML 60K
Receivable - Schedule of Future Minimum Lease
Payments Non-cancellable Operating Leases (Detail)
100: R78 Accrued Liabilities and Other - Schedule of HTML 57K
Accrued Liabilities and Other Current Liabilities
(Detail)
101: R79 Other Long-term Liabilities - Schedule of Other HTML 58K
Long-term Liabilities (Detail)
102: R80 Customer Deposits - Additional Information HTML 46K
(Detail)
103: R81 Convertible and Long-term Debt Obligations - HTML 173K
Summary of Debt (Detail)
104: R82 Convertible and Long-term Debt Obligations - HTML 50K
Summary of Debt (Parenthetical) (Detail)
105: R83 Convertible and Long-term Debt Obligations - 0.25% HTML 148K
and 1.25% Convertible Senior Notes due in 2019 and
2021 and Bond Hedge and Warrant Transactions -
Additional Information (Detail)
106: R84 Convertible and Long-term Debt Obligations - 1.50% HTML 148K
Convertible Senior Notes due in 2018 and Bond
Hedge and Warrant Transactions - Additional
Information (Detail)
107: R85 Convertible and Long-term Debt Obligations - HTML 77K
Asset-Based Credit Facility - Additional
Information (Detail)
108: R86 Convertible and Long-term Debt Obligations - HTML 60K
Secured Revolving Credit Facility - Additional
Information (Detail)
109: R87 Convertible and Long-term Debt Obligations - 2.75% HTML 73K
Convertible Senior Notes Due In 2018 - Additional
Information (Detail)
110: R88 Convertible and Long-term Debt Obligations - HTML 83K
1.625% Convertible Senior Notes Due In 2019 -
Additional Information (Detail)
111: R89 Convertible and Long-term Debt Obligations - HTML 77K
Zero-Coupon Convertible Senior Notes Due in 2020 -
Additional Information (Detail)
112: R90 Convertible and Long-term Debt Obligations - Solar HTML 72K
Bonds - Additional Information (Detail)
113: R91 Convertible and Long-term Debt Obligations - HTML 59K
Canada Credit Facility - Additional Information
(Detail)
114: R92 Convertible and Long-term Debt Obligations - HTML 59K
Warehouse Agreement Facility - Additional
Information (Detail)
115: R93 Convertible and Long-term Debt Obligations - Term HTML 60K
Loan - Additional Information (Detail)
116: R94 Convertible and Long-term Debt Obligations - HTML 74K
MyPower Revolving Credit Facility - Additional
Information (Detail)
117: R95 Convertible and Long-term Debt Obligations - HTML 55K
Revolving Aggregation Credit Facility - Additional
Information (Detail)
118: R96 Convertible and Long-term Debt Obligations - Solar HTML 75K
Renewable Energy Credit Term Loan - Additional
Information (Detail)
119: R97 Convertible and Long-term Debt Obligations - Cash HTML 63K
Equity Debt - Additional Information (Detail)
120: R98 Convertible and Long-term Debt Obligations - Solar HTML 89K
Asset-backed Notes - Additional Information
(Detail)
121: R99 Convertible and Long-term Debt Obligations - HTML 57K
Schedule of Aggregate Amount of Interest Expense
Recognized (Detail)
122: R100 Convertible and Long-term Debt Obligations - HTML 50K
Pledged Assets - Additional Information (Detail)
123: R101 Common Stock - Additional Information (Detail) HTML 66K
124: R102 Equity Incentive Plans - Additional Information HTML 142K
(Detail)
125: R103 Equity Incentive Plans - Summary of Stock Option HTML 125K
and RSU Activity Under Plan (Detail)
126: R104 Equity Incentive Plans - Schedule of Fair Value of HTML 61K
Option Award and ESPP on Grant Date (Detail)
127: R105 Equity Incentive Plans - Summary of Stock-Based HTML 56K
Compensation Expense (Detail)
128: R106 Income Taxes - Additional Information (Detail) HTML 100K
129: R107 Income Taxes - Schedule of Loss before Income HTML 55K
Taxes (Detail)
130: R108 Income Taxes - Components of Provision for Income HTML 66K
Taxes (Detail)
131: R109 Income Taxes - Schedule of Deferred Tax Assets HTML 98K
(Liabilities) (Detail)
132: R110 Income Taxes - Schedule of Reconciliation of HTML 75K
Statutory Federal Income Taxes to Effective Taxes
(Detail)
133: R111 Income Taxes - Schedule of Aggregate Changes in HTML 54K
Balance of Gross Unrecognized Tax Benefits
(Detail)
134: R112 Commitments and Contingencies - Additional HTML 102K
Information (Detail)
135: R113 Commitments and Contingencies - Schedule of Future HTML 91K
Minimum Commitments for Leases (Detail)
136: R114 VIE Arrangements - Summary of Number of Current HTML 68K
VIE Funds by Classification of Investor, the
Carrying Value, Total Investor Contributions
Received and Undrawn Investor Contributions
(Detail)
137: R115 VIE Arrangements - Additional Information (Detail) HTML 51K
138: R116 VIE Arrangements - Carrying Values of Assets and HTML 112K
Liabilities of Subsidiary in Consolidated Balance
Sheets (Detail)
139: R117 Lease Pass-Through Financing Obligation - HTML 71K
Additional Information (Detail)
140: R118 Lease Pass-Through Financing Obligation - Schedule HTML 64K
of Future Minimum Lease Payments to be Received
for Operating Leases (Detail)
141: R119 Defined Contribution Plan - Additional Information HTML 49K
(Detail)
142: R120 Related Party Transactions - Summary of Related HTML 52K
Party Transactions (Detail)
143: R121 Related Party Transactions - Additional HTML 61K
Information (Detail)
144: R122 Quarterly Results of Operations - Schedule of HTML 67K
Selected Quarterly Results of Operations (Detail)
145: R123 Segment Reporting and Information about Geographic HTML 46K
Areas - Additional Information (Detail)
146: R124 Segment Reporting and Information about Geographic HTML 60K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
147: R125 Segment Reporting and Information about Geographic HTML 62K
Areas - Schedule of Revenues by Geographic Area
(Detail)
148: R126 Segment Reporting and Information about Geographic HTML 51K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
149: R127 Subsequent Events - Additional Information HTML 59K
(Detail)
151: XML IDEA XML File -- Filing Summary XML 285K
150: EXCEL IDEA Workbook of Financial Reports XLSX 180K
17: EX-101.INS XBRL Instance -- tsla-20161231 XML 5.99M
19: EX-101.CAL XBRL Calculations -- tsla-20161231_cal XML 370K
20: EX-101.DEF XBRL Definitions -- tsla-20161231_def XML 1.53M
21: EX-101.LAB XBRL Labels -- tsla-20161231_lab XML 2.38M
22: EX-101.PRE XBRL Presentations -- tsla-20161231_pre XML 2.17M
18: EX-101.SCH XBRL Schema -- tsla-20161231 XSD 408K
152: ZIP XBRL Zipped Folder -- 0001564590-17-003118-xbrl Zip 378K
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TESLA MOTORS, INC.
a Delaware corporation
Tesla Motors, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
A. The name of the Corporation is Tesla Motors, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 1, 2003.
B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and restates, integrates and further amends the provisions of the Corporation’s Sixth Amended and Restated Certificate of Incorporation, and has been duly approved by the written consent of the stockholders of the corporation in accordance with Section 228 of the DGCL.
C. The text of the Sixth Amended and Restated Certificate of Incorporation of this Corporation is hereby amended and restated to read in its entirety as follows:
ARTICLE I
The name of the corporation is Tesla Motors, Inc.
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE IV
4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the corporation is authorized to issue is 2,100,000,000 shares, consisting of 2,000,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 100,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).
4.2 Increase or Decrease in Authorized Capital Stock. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the corporation entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 4.4 of this Article IV.
(a) The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of shares of Common Stock are entitled to vote. Except as otherwise required by law or this certificate of incorporation (this “Certificate of Incorporation” which term, as used herein, shall mean the certificate of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock), and subject to the rights of the holders of Preferred Stock, at any annual or special meeting of the stockholders the holders of shares of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences, or relative participating, optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereon, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one more other such series, to vote thereon pursuant to this Certificate of Incorporation (including, without limitation, by any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.
(b) Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the corporation) when, as and if declared thereon by the Board of Directors from time to time out of any assets or funds of the corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the corporation, after payment or provision for payment of the debts and other liabilities of the corporation, and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.
4.4 Preferred Stock.
(a) The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designations filed pursuant to the DGCL the powers, designations, preferences and relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including without limitation dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
(b) The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V
5.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors.
5.2 Number of Directors; Election; Term.
(a) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors of the corporation shall be fixed solely by resolution of the Board of Directors.
(b) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, effective upon the closing date (the “Effective Date”) of the initial sale of shares of common stock in the corporation’s initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, the directors of the corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The initial assignment of members of the Board of Directors to each such class shall be made by the Board of Directors. The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the Effective Date, the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Date. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Date, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if the number of directors that constitutes the Board of Directors is changed, any newly created directorships or decrease in directorships shall be so apportioned by the Board of Directors among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
(c) Notwithstanding the foregoing provisions of this Section 5.2, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.
(d) Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.
5.3 Removal. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, a director may be removed from office by the stockholders of the corporation only for cause.
5.4 Vacancies and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, and except as otherwise provided in the DGCL, vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been assigned by the Board of Directors and until his or her successor shall be duly elected and qualified.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the corporation is expressly authorized to adopt, amend or repeal the Bylaws of the corporation.
ARTICLE VII
7.1 No Action by Written Consent of Stockholders. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by stockholders of the corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.
7.2 Special Meetings. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the corporation may be called only by the Board of Directors, the chairperson of the Board of Directors, the chief executive officer or the president (in the absence of a chief executive officer), and the ability of the stockholders to call a special meeting is hereby specifically denied. The Board of Directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.
7.3 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation.
8.1 Limitation of Personal Liability. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or amendment of this Section 8.1 by the stockholders of the corporation or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Section 8.1 will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.
8.2 Indemnification. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, the corporation is also authorized to provide indemnification of (and advancement of expenses to) its directors, officers and agents of the corporation (and any other persons to which the DGCL permits the corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise.
ARTICLE IX
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. Notwithstanding any other provision of this Certificate of Incorporation, and in addition to any other vote that may be required by law or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least 66 2/3% of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Article V, Article VI, Article VII or this Article IX (including, without limitation, any such Article as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Article).
IN WITNESS WHEREOF, Tesla Motors, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this 2nd day of July, 2010.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/17 | 4, S-8 | ||
| For Period end: | 12/31/16 | SD | ||
| 7/1/03 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Tesla, Inc. 10-K 12/31/23 116:14M Workiva Inc Wde… FA01/FA 1/31/23 Tesla, Inc. 10-K 12/31/22 125:30M Donnelley … Solutions/FA 5/02/22 Tesla, Inc. 10-K/A 12/31/21 12:2.6M ActiveDisclosure/FA 2/07/22 Tesla, Inc. 10-K 12/31/21 131:28M Donnelley … Solutions/FA 4/30/21 Tesla, Inc. 10-K/A 12/31/20 12:2.3M ActiveDisclosure/FA 2/08/21 Tesla, Inc. 10-K 12/31/20 149:31M ActiveDisclosure/FA 6/07/17 SEC UPLOAD¶ 9/15/17 1:35K Tesla, Inc. 5/02/17 SEC UPLOAD¶ 9/15/17 1:136K Tesla, Inc. |