Tesla asks shareholders to re-elect Musk, Denholm and Straubel at December meeting
Tesla has filed its proxy statement with the US SEC, seeking shareholder approval to re-elect Elon Musk, Robyn Denholm and JB Straubel to three-year terms at the December 3 annual meeting. The filing also details Musk's unearned $1 trillion performance award and a new retail voting framework develop
Tesla (TSLA.O) filed its proxy statement with the US Securities and Exchange Commission (SEC) on Monday, asking shareholders to re-elect Chief Executive Elon Musk, Chair Robyn Denholm and director JB Straubel to three-year terms at its December 3 annual meeting.
The filing comes nearly a year after the electric vehicle maker's board granted Musk a performance award billed as a $1 trillion pay package. Musk's 2025 CEO Performance Award of about 423.7 million restricted shares is reported at a $158.4 billion total in the summary compensation table.
None of the $1 trillion performance award's 12 tranches has been earned. Each tranche requires a market-cap milestone ranging from $2 trillion to $8.5 trillion, plus operational targets. The unearned shares vote in proportion to all other shares.
Musk exercised all 303.96 million options from his 2018 award on June 16, leaving 286.4 million restricted shares that vest in January 2028 if he remains in a leadership role. Musk owns nearly 20 per cent of Tesla, including 207.5 million pledged shares, while Vanguard Capital Management holds 5.3 per cent.
Tesla's pledging policy caps borrowing secured by Musk's pledged shares at the lesser of $3.5 billion or 25 per cent of the shares' value.
Tesla also revealed it spent months working directly with the SEC to pioneer a voluntary retail investor voting framework, ultimately obtaining a formal SEC no-action letter.