Oct 19 (Reuters) – Tesla filed its proxy statement with the US Securities and Exchange Commission on Monday 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.
The filing comes nearly a year after the EV maker’s board granted Musk a performance award that was 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 needs a market-cap 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
• 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
• Tesla’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 Capital Management holds 5.3%
(Reporting by Akash Sriram in Bengaluru; Editing by Leroy Leo)
