Tesla Asks Shareholders to Re-Elect Musk, Denholm and Straubel at December 3 Meeting

Tesla filed its proxy statement with the US Securities and Exchange Commission on October 19 asking shareholders to re-elect CEO Elon Musk, chair Robyn Denholm and director JB Straubel to three-year terms at its December 3 annual meeting, Reuters reported. The filing comes nearly a year after the board granted Musk a performance award billed as a $1 trillion pay package.

The proxy puts hard numbers on that award. 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 — but none of the award's 12 tranches has been earned. Each tranche requires a market-capitalization milestone from $2 trillion to $8.5 trillion plus operational targets, and 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 stays in a leadership role.

Two governance details stand out. Tesla 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. And the company's pledging policy caps borrowing secured by Musk's pledged shares at the lesser of $3.5 billion or 25% of the shares' value. Musk owns nearly 20% of Tesla, including 207.5 million pledged shares, while Vanguard holds 5.3%. The December vote will be the first formal shareholder verdict on this board lineup since the pay package was granted.