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Proxy advisor sides with critics of Tesla board and urges 'no' votes on three members

Proxy advisor sides with critics of Tesla board and urges 'no' votes on three members
21st Century Fox CEO James Murdoch speaks at an event at Lincoln Center on April 19, 2017, in New York City. Glass Lewis & Co. is recommending he not be reelected to the board of electric carmaker Tesla Inc. (Bryan Bedder / Getty Images)

Tesla Inc.’s board is coming under more criticism, with the world’s second-biggest proxy advisor siding with investors that oppose the reelection of three directors and want the company to appoint an independent chairman.

Shareholders should vote against Antonio Gracias, Tesla’s lead independent director; Kimbal Musk, the brother of Chief Executive Elon Musk; and James Murdoch, CEO of 21st Century Fox Inc., Glass Lewis & Co. said in a report.

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The firm also believes that investors in the Palo Alto-based electric carmaker would be better served by separating the chairman and CEO roles that Elon Musk has held for at least the last decade.

The recommendations clash with Tesla’s board, which has urged votes against the independent chairman proposal. CtW Investment Group first provoked resistance to the three directors up for reelection by laying out a case against them in a letter to shareholders last week. The activist firm said it’s working with union pension funds that are Tesla investors and manage more than $250 billion.

A Tesla spokesman declined to comment.

Much of Glass Lewis’ argument against the directors focused on Gracias, a private-equity investor and director since 2007 who has both personal and professional ties to Musk, 46. The proxy firm agreed with CtW, which criticized the board’s handling of director Steve Jurvetson, who has been on leave for about six months. Jurvetson left DFJ in November after the venture capital firm announced it was investigating him for unspecified misconduct.

“We are concerned by the fairly extraordinary length of Mr. Jurvetson’s leave of absence,” Glass Lewis said in its report. “Given Mr. Gracias’ position as lead director as well as the only member of the nominating and corporate governance committee up for election at this year’s annual meeting, we believe it is reasonable for shareholders to hold Mr. Gracias to account for the lapse in good governance embodied by Mr. Jurvetson’s extended absence.”

A year ago, Glass Lewis was for all three directors who were up for election: Musk, Jurvetson and Robyn Denholm, the chief operating officer of Telstra Corp., Australia’s largest telecommunications company.

This year, the proxy advisor cited concerns about objectivity and proper oversight for its opposition to both Gracias and Kimbal Musk. Glass Lewis considers both to be affiliated with Tesla and cited an insufficient number of independent directors in recommending votes against them.

James Murdoch, son of News Corp. Executive Chairman Rupert Murdoch, may not be able to devote enough time to his role as Tesla director because he’s CEO of 21st Century Fox and on the boards of four public companies, Glass Lewis said.

The questions over the vote, ahead of Tesla’s June 5 annual meeting, come as the company has been under increasing pressure on Wall Street over its slipping cash flow as it struggles to meet production goals of its critical mass-market Model 3.

The company’s stock took a hit after Elon Musk held an odd conference call earlier this month during which he cut off two analysts who attempted to query him about the company’s performance.

Shares of Tesla rose nearly 1% Wednesday to close at $286.48.

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