Corporate Governance Our unique business requires a unique approach to corporate governance. And our mission requires a long-term Our Approach focus that we believe will ultimately maximize value to our employees and our stockholders. Our corporate governance structure has facilitated several key decisions which might have appeared counter-intuitive to some, but which have set up the Tesla to achieve long-term success. Some examples include our decisions to: • Manufacture all-electric vehicles (EVs) from the ground up rather than being a mere supplier of EV components • Establish an international network of our own stores, service centers and Supercharger stations despite regulatory hurdles and the significant capital outlay required to do so • Build Gigafactory 1, the largest lithium-ion battery factory in the world, so that we can scale most effectively • Expand into energy generation and storage through the acquisition of SolarCity Corporation in 2016 to create a vertically integrated sustainable energy company and empower individual consumers to be their own utility • Deploy FSD city streets beta software to our fleet to develop complete Full Self-Driving capability in the future • Compensate our CEO only if other shareholders realize tremendous value These and other similar decisions were made due to our corporate governance structure and, ultimately, decisions like these are what differentiate Tesla from other companies and are a significant reason why the annualized stockholder return since our 2010 IPO until December 31, 2021 equaled 65%. At the same time, the Board continuously evaluates our corporate governance structure, practices and policies, and weighs stakeholder feedback including proposals we have historically received at our annual meetings. For example, at our 2021 annual meeting of stockholders, the Board proposed and recommended that stockholders adopt an amendment to our certificate of incorporation to reduce the term of our directors to two years. However, our stockholders did not approve that proposal. The Board is directly and regularly engaged with senior management and the Sustainability Council and participates in robust shareholder outreach and feedback. In addition, our directors have significant experience as either top-level executives at public companies, as successful investors or as entrepreneurs who founded successful organizations. 13
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