Tesla proxy statements

Tesla TSLA

Tesla's November 6, 2025 meeting votes on directors, the 2025 CEO Performance Award and shareholder proposals

Annual meeting Nov 6, 2025Filed Sep 17, 2025Original

A proxy statement (DEF 14A) is what a US listed company sends holders before its annual meeting: the proposals, the board's position on each, and the officers' pay.

What does Tesla put to the vote?

Annual meeting agenda · 14 proposals

  1. 1Election of three Class III directors for a three-year termDirectorsBoard: for
  2. 2Advisory vote approving 2024 executive compensationExecutive payBoard: for
  3. 3Approval of the A&R 2019 Equity Incentive PlanStock planBoard: for
  4. 4Approval of the 2025 CEO Performance AwardStock planBoard: for
  5. 5Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2025AuditorBoard: for
  6. 6Amendments to certificate of formation and bylaws to eliminate supermajority voting requirementsCharterBoard: see the original
  7. 7Shareholder proposal regarding Board authorization of an investment in xAIShareholder proposalBoard: see the original
  8. 8Shareholder proposal on targets and metrics for sustainability in senior executive payShareholder proposalBoard: against
  9. 9Shareholder proposal requesting a child labor auditShareholder proposalBoard: against
  10. 10Shareholder proposal to repeal the 3% derivative suit ownership thresholdShareholder proposalBoard: against
  11. 11Shareholder proposal to amend Article X of the bylawsShareholder proposalBoard: against
  12. 12Shareholder proposal to elect each director annuallyShareholder proposalBoard: against
  13. 13Shareholder proposal regarding the proposal that won 54% support at the 2024 annual meetingShareholder proposalBoard: against
  14. 14Shareholder proposal to seek shareholder approval before a bylaw amendment under Section 21.373 of the TBOCShareholder proposalBoard: against
Filed Sep 17, 2025Whalegun

What the statement says

  • Nominees are Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson-Thompson, and the board supports all three.
  • The board supports the 2025 CEO Performance Award and the A&R 2019 Equity Incentive Plan.
  • The board takes no position on the supermajority amendments or the shareholder proposal on an xAI investment.
  • The board opposes the other shareholder proposals, including a child labor audit and annual director elections.

Vote results

Results the company reported on Nov 7, 2025

Pay and what holders earned

Total pay is the summary compensation table's total; compensation actually paid adds the change in value of the awards over the year, so it moves with the share price.

Fiscal yearChief executiveTotal payActually paidOther officers' averageValue of $100Peer groupNet income
Dec 31, 2024$46.7M$1448.00$285.00$7.2B
Dec 31, 2023Mr. MuskNot stated$1.4B$8.4M$891.00$209.00$15B
Dec 31, 2022Mr. MuskNot stated−$9.7B$300K$442.00$151.00$12.6B
Dec 31, 2021Mr. MuskNot stated$15B$300K$1263.00$235.00$5.6B
Dec 31, 2020Mr. MuskNot stated$43B$46.6M$843.00$162.00$862M

The $100 is invested on Jan 1, 2020.

The company's own statement, put into Korean. The numbers are the statement's.