Tesla Shareholders Face November 5 Deadline on $1 Trillion CEO Compensation Vote

Tesla is urging its shareholders to cast their votes by the November 5 deadline for the company's 2025 Annual Meeting, scheduled for November 6. The electric vehicle manufacturer emphasized the importance of shareholder participation, stating, "Tesla shareholders, there are only 2 days left to vote & make your voice heard." The company's board is recommending approval of all proposals, including a contentious CEO Performance Award for Elon Musk, which could be valued at up to $1 trillion.

A central item on the agenda is the 2025 CEO Performance Award, a substantial compensation package designed to retain and incentivize CEO Elon Musk. This package follows a previous $56 billion compensation plan that was voided by a Delaware court, subsequently leading Tesla to reincorporate in Texas. The board maintains that this new award is crucial for realizing Tesla's "ambitious vision" and "Master Plan Part IV" to achieve "Sustainable Abundance."

The proposed compensation has sparked considerable debate among investors and advisory firms. Supporters, including Ark Invest and the State Board of Administration of Florida, argue that the potential value creation from Musk's leadership outweighs concerns about dilution. Tesla's board chair, Robyn Denholm, has reportedly warned shareholders that failure to approve the plan could risk Musk's continued dedication to the company.

Conversely, major shareholder advisory firms like Institutional Shareholder Services (ISS) and Glass Lewis have recommended against the pay package. Their concerns center on the sheer size of the award, potential dilution for existing shareholders, and a perceived lack of mitigation for "key person risk," highlighting the company's reliance on a single individual. Norges Bank Investment Management, a significant institutional investor, also announced its vote against the compensation and a proposal to invest in Musk's AI venture, xAI.

Shareholders have until 11:59 PM ET on November 5 to submit their votes via internet or phone. The outcome of this vote is poised to significantly influence Tesla's future strategic direction, its corporate governance structure, and the continued leadership of Elon Musk. The company's plea underscores the high stakes involved in this year's annual meeting.