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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 6, 2025
Tesla, Inc.
(Exact Name of Registrant as Specified in Charter)
| Texas |
001-34756 |
91-2197729 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1 Tesla Road
Austin, Texas 78725
(Address of Principal Executive Offices, and
Zip Code)
(512) 516-8177
Registrant’s Telephone Number, Including
Area Code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| |
¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
stock |
TSLA |
The Nasdaq Global
Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
A&R 2019 Equity Incentive Plan
On November 6, 2025, the shareholders of Tesla, Inc. (“Tesla”)
approved the amended and restated Tesla, Inc. 2019 Equity Incentive Plan (the “A&R 2019 Equity Incentive Plan”)
at Tesla’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”) as described below in Item 5.07 to this
Current Report.
The material terms of the A&R 2019 Equity Incentive Plan were
previously described in the section titled “Tesla Proposal for Approval of the A&R 2019 Equity Incentive Plan - Summary
of the A&R 2019 Equity Incentive Plan” in Tesla’s Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission (the “SEC”) on September 17, 2025 (the “Proxy Statement”). Such disclosure is hereby
incorporated by reference into this Current Report on Form 8-K and is filed as Exhibit 99.1 hereto.
The foregoing description of the A&R 2019 Equity Incentive Plan
is qualified by reference to the A&R 2019 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
2025 CEO Performance Award
As previously disclosed, on September 3, 2025, Tesla granted Elon Musk,
Tesla’s Chief Executive Officer, a performance-based restricted stock award (the “2025 CEO Performance Award”), subject to receipt of certain approvals.
On November 6, 2025, Tesla’s shareholders approved the 2025 CEO Performance Award at the Annual Meeting as described below in Item
5.07 to this Current Report.
The material terms of the 2025 CEO Performance Award were previously
described in the section titled “Tesla Proposal for Approval of the 2025 CEO Performance Award - Summary of the Proposed 2025
CEO Performance Award - Overview” in the Proxy Statement. Such disclosure is hereby incorporated by reference into this Current
Report on Form 8-K and is filed as Exhibit 99.2 hereto.
The foregoing description of the 2025 CEO Performance Award is qualified
by reference to the 2025 CEO Performance Award, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on November 6, 2025, Tesla’s shareholders
voted on the following 14 proposals and Tesla’s inspector of election certified the vote tabulations indicated below.
Proposal 1
The individuals listed below were elected as Class
III directors at the Annual Meeting to serve on the Board for a term of three years or until their respective successors are duly elected
and qualified.
| | |
For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| Ira Ehrenpreis | |
| 1,594,744,259 | | |
| 858,829,029 | | |
| 15,831,288 | | |
| 302,456,274 | |
| Joe Gebbia | |
| 2,141,079,061 | | |
| 310,503,173 | | |
| 17,822,342 | | |
| 302,456,274 | |
| Kathleen Wilson-Thompson | |
| 1,924,321,801 | | |
| 529,031,020 | | |
| 16,051,755 | | |
| 302,456,274 | |
Proposal 2
Proposal 2 was a management proposal to approve
executive compensation on a non-binding advisory basis. This proposal was approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,931,965,361 | | |
| 523,895,380 | | |
| 13,543,835 | | |
| 302,456,274 | |
Proposal 3
Proposal 3 was a management proposal to approve
the A&R 2019 Equity Incentive Plan. This proposal was approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,942,926,670 | | |
| 514,568,170 | | |
| 11,909,736 | | |
| 302,456,274 | |
Proposal 4
Proposal 4 was a management proposal to approve
the 2025 CEO Performance Award. This proposal was approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,892,235,822 | | |
| 564,940,908 | | |
| 12,227,846 | | |
| 302,456,274 | |
Proposal 5
Proposal 5 was a management proposal for the ratification
of the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending
December 31, 2025. This proposal was approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 2,689,221,182 | | |
| 66,780,222 | | |
| 15,859,446 | | |
| - | |
Proposal 6
Proposal 6 was a management proposal for adoption
of amendments to our certificate of formation and bylaws to eliminate applicable supermajority voting requirements. This proposal was
not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,309,549,644 | | |
| 955,682,310 | | |
| 181,764,443 | | |
| 302,456,274 | |
Proposal 7
Proposal 7 was a shareholder proposal regarding Board authorization of an investment in x.AI Corp. While more votes were cast in favor
of the proposal than against, a significant number of shareholders abstained. Since our bylaws generally consider abstention as votes
against, this was not approved under the bylaw standard. As a result, given that this is an advisory vote, the Board will examine next
steps in light of these voting results (including the high number of abstentions).
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,058,999,435 | | |
| 916,321,296 | | |
| 473,073,200 | | |
| 302,456,274 | |
Proposal 8
Proposal 8 was a shareholder proposal regarding
adopting targets and reporting on metrics to assess the feasibility of integrating sustainability metrics into senior executive compensation
plans. This proposal was not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 216,413,542 | | |
| 2,223,974,663 | | |
| 29,016,371 | | |
| 302,456,274 | |
Proposal 9
Proposal 9 was a shareholder proposal requesting
a child labor audit. This proposal was not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 188,709,041 | | |
| 2,238,338,124 | | |
| 42,357,411 | | |
| 302,456,274 | |
Proposal 10
Proposal 10 was a shareholder proposal to amend the bylaws to repeal
the 3% derivative suit ownership threshold. This proposal was not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 611,152,245 | | |
| 1,821,038,859 | | |
| 37,213,472 | | |
| 302,456,274 | |
Proposal 11
Proposal 11 was a shareholder proposal to amend Article X of the bylaws.
This proposal was not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 378,933,020 | | |
| 2,049,407,756 | | |
| 41,063,800 | | |
| 302,456,274 | |
Proposal 12
Proposal 12 was a shareholder proposal to elect each director annually.
This proposal was approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,328,135,664 | | |
| 1,118,920,427 | | |
| 22,348,485 | | |
| 302,456,274 | |
Proposal 13
Proposal 13 was a shareholder proposal regarding a proposal, which
won 54% support at our 2024 annual meeting. This proposal was not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 787,399,596 | | |
| 1,648,698,264 | | |
| 33,306,716 | | |
| 302,456,274 | |
Proposal 14
Proposal 14 was a shareholder proposal to seek shareholder approval
before adopting an amendment to the bylaws pursuant to Section 21.373 of the TBOC. This proposal was not approved.
| For | | |
Against | | |
Abstained | | |
Broker Non-Votes | |
| 1,205,163,451 | | |
| 1,234,433,868 | | |
| 29,807,257 | | |
| 302,456,274 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Tesla, Inc. Amended and Restated 2019 Equity Incentive Plan |
| 10.2 |
|
Tesla, Inc. 2025 CEO Performance Award Agreement, dated as of September 3, 2025 |
| 10.3 |
|
Voting Agreement, dated as of September 3, 2025 |
| 99.1 |
|
Excerpt from Proxy Statement on Schedule 14A dated September 17, 2025 of Tesla, Inc. |
| 99.2 |
|
Excerpt from Proxy Statement on Schedule 14A dated September 17, 2025 of Tesla, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
TESLA, INC. |
| |
|
|
| |
By: |
/s/ Brandon Ehrhart |
| |
|
Brandon Ehrhart
General Counsel and Corporate Secretary |
Date: November 7, 2025
