Tesla asks shareholders to re-elect Musk, Denholm and Straubel at December annual meeting
TSLA•Tesla asked shareholders to re-elect Elon Musk, Robyn Denholm and JB Straubel to three-year terms at its December 3 annual meeting. Its filing says Musk’s 2025 performance award covers about 423.7 million restricted shares, but none of its 12 tranches has been earned.
1. Director elections
Tesla filed a proxy statement 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.
2. Musk compensation details
The filing lists Musk’s 2025 CEO Performance Award of about 423.7 million restricted shares at $158.4 billion in the summary compensation table. None of the award’s 12 tranches has been earned; each requires a market-cap milestone from $2 trillion to $8.5 trillion plus operational targets. Unearned shares vote in proportion to all other shares.
3. Other filing disclosures
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. Tesla said it worked with the SEC on a voluntary retail investor voting framework and obtained a formal no-action letter. Its pledging policy caps borrowing secured by Musk’s pledged shares at the lesser of $3.5 billion or 25% of their value; Musk owns nearly 20% of Tesla, including 207.5 million pledged shares.
