Tesla, Inc. SEC Filings

Tesla, Inc. shareholders received a PX14A6G notice urging support for Proposal Eleven, a governance change tied to Tesla’s Texas reincorporation. The proposal would amend the bylaws so that if the Board adopts the Texas Business Organizations Code Section 21.373 thresholds for submitting shareholder proposals, that Board action must be ratified by shareholders within one year.

The bylaw language calls for approval by at least 66 2/3% of total voting power, voting together as a single class. Section 21.373 permits companies to require proponents to hold 3% of voting shares or voting shares with a $1,000,000 market value to submit Rule 14a‑8 proposals. The filing argues these thresholds exceed current SEC standards and could limit shareholder input; it frames Proposal Eleven as a safeguard ensuring any move to adopt these thresholds is confirmed by shareholders.

Tesla shareholder John Chevedden is urging investors to support Proposal 6, a binding governance measure at Tesla Inc. He argues that this proposal is needed to ensure Tesla is governed more democratically by majority shareholder votes and to increase accountability to non-Musk shareholders. The materials stress that many prior votes on the same topic have received majority shareholder support.

Chevedden notes that Proposal 6 requires approval by 66-2/3% of all Tesla shares outstanding, meaning any share that is not voted effectively counts against it. He contends that adoption of Proposal 6 would clear the way for annual election of each Tesla director, which he believes would reduce overreliance on Elon Musk and keep management focused on Tesla shareholder value. He asks shareholders to follow the voting procedures in Tesla’s proxy materials and not to send him their proxy cards.

SOC Investment Group and several public funds urge Tesla shareholders to vote against three directors and two major pay proposals at the November 6, 2025 annual meeting. The letter cites Tesla’s recent sales declines, profit drops, and share-price volatility as evidence that stronger board oversight is needed.

The authors argue Tesla’s board is insufficiently independent from Elon Musk, highlighting very high director pay, a prior Delaware court ruling that invalidated Musk’s 2018 $56 billion pay package, and a settlement requiring directors to return $920 million in compensation. They oppose amendments to the 2019 equity plan that would create a 207,960,630-share special reserve solely for Musk and a 60 million-share employee pool in a single bundled vote, and criticize the proposed 2025 CEO Performance Award—described in media as worth up to $1 trillion—for what they view as undemanding, highly discretionary performance targets and potential long‑term dilution that could lift Musk’s ownership toward roughly one‑quarter of Tesla’s voting power.

Tesla, Inc. faces an exempt solicitation from a group of public pension funds and investors urging shareholders to oppose key board and pay items at the November 6, 2025 annual meeting. The letter asks investors to vote against the reelection of directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson‑Thompson, against the Amended and Restated 2019 Equity Incentive Plan, and against the 2025 CEO Performance Award.

The authors argue that Tesla’s recent operational trends, including global sales declines of 13% year over year in both the first and second quarters of 2025, 2024 revenue growth of only 1% after years of rapid expansion, and a reported 52% drop in operating income and 38% drop in net income for the first half of 2025 versus the prior year, show the need for stronger oversight. They also highlight stock price volatility and market‑share losses in Europe.

The solicitation criticizes what it describes as limited board independence, unusually high director and CEO compensation, and equity plans that could significantly increase Elon Musk’s voting power and dilute other shareholders, including a special share reserve and a new CEO award with up to 12 tranches of stock.

Tesla, Inc. filed a Form 8-K stating that on October 2, 2025 it furnished a press release about its results of operations and financial condition as Exhibit 99.1. The company notes this information is furnished under Item 2.02 and is not deemed filed for certain Exchange Act liability purposes.

A Tesla shareholder, John Chevedden, has filed an exempt solicitation urging fellow investors how to vote at the Tesla annual meeting. He asks shareholders to vote for Proposal 6 (a binding simple majority voting amendment) and for Proposal 13 (an advisory simple majority voting proposal). The filing explains that Proposal 6 needs a 66-2/3% vote of all shares outstanding, while many Tesla shares historically do not vote, so it could fail even with strong support from votes cast. Proposal 13 only requires a simple majority of shares that actually vote. Chevedden also urges a vote against director Ira Ehrenpreis, chair of Tesla’s Governance Committee, arguing the board did not follow the 2024 advisory proposal for annual election of each director, which he notes received 54% support.

James R. Murdoch, a Tesla director, reported a sale of 60,000 Tesla (TSLA) shares on 09/15/2025 at $422.68 per share under a pre-established trading plan. The Form 4 shows the sale was executed under a Rule 10b5-1 plan adopted May 20, 2025. After the reported transaction, the filing lists beneficial holdings of 637,031 shares held indirectly by the JRM Rev. Trust and 157,275 shares held indirectly by the Seven Hills Trust.

The filing was signed by Aaron Beckman as power of attorney for James Murdoch on 09/17/2025. No derivative transactions, exercise dates, or additional price terms are reported in this filing.

Tesla's 2025 Definitive Proxy Statement outlines proposals for the November 6, 2025 annual meeting and explains the Board’s recommendation to: (1) amend and restate the 2019 Equity Incentive Plan to create a Special Share Reserve of 207,960,630 shares and to replenish the employee pool by 60,000,000 shares; and (2) approve a new 2025 CEO Performance Award tied to extraordinary operational and market-capitalization milestones. The filing highlights recent company achievements — the 8 millionth vehicle delivered, >37 GWh of energy storage deployed from Q3 2024–Q2 2025, new Model Y launches across factories, Robotaxis launched in Austin (June 2025), and a Samsung chip deal (July 2025). The 2025 CEO Performance Award requires unprecedented targets (market-capitalization goals described as creating nearly $7.5 trillion in shareholder value and up to an $8.5 trillion market cap scenario with sustained Adjusted EBITDA near $400 billion) and includes long vesting (at least 7.5 to 10 years) and structural protections. The Special Committee and Board (with recusal) present these proposals as necessary to retain and incentivize the CEO and to ensure sufficient share availability for employees amid competitive talent markets. The proxy also lists director elections, a proposal to eliminate supermajority voting, ratification of PwC, and numerous shareholder proposals with the Board's recommendations.