SAN FRANCISCO, Nov 6 (Reuters) - Tesla
shareholders will decide on Thursday whether to pay CEO Elon
Musk up to $878 billion, the richest executive pay in history by
a long shot.
But the high-profile vote is only one of several proposals
that could reshape the electric vehicle maker's future, from the
board's power to whether Tesla should invest in Musk's
artificial intelligence firm xAI.
The results of the pay vote are expected during the annual
general meeting on Thursday afternoon at the company's factory
in Austin, Texas.
Passage of the payday would be a vote of confidence in
Musk's leadership and his vision of transforming the company
into an AI and robotics juggernaut. A rejection could create
turmoil.
Here are the key proposals shareholders are voting on:
UP TO $878 BILLION FOR MUSK
The pay package proposed for Musk requires Tesla to achieve
a number of profit and operational milestones such as delivering
20 million vehicles over the next 10 years and having a million
robotaxis in operation on roads. In tandem, Tesla stock must
rise, hitting new valuation milestones. The company, currently
worth more than $1.5 trillion, would have to hit levels starting
with $2 trillion and going up to $8.5 trillion.
Passage is widely expected given Musk is allowed to vote his
roughly 15% stake. He did not vote his shares on pay questions
when the company was incorporated in Delaware, but it has moved
to Texas. Supporters say the goals for Musk are highly ambitious
and investors stand to gain if he achieves the milestones.
However, some major investors, including Norway's sovereign
wealth fund and other proxy advisors have opposed the package,
calling it excessive. Tesla's board had said Musk could quit if
the pay package was not approved.
Musk has a previous pay package that is caught up in
Delaware court. Investors will also vote on a proposal that
would allow Musk to receive a replacement package if the court
eventually rejected the old plan.
xAI INVESTMENT
Investors will also consider a proposal for Tesla to invest
in Musk's artificial intelligence startup, xAI. Musk has said
publicly he believes Tesla should back the company.
The board has not endorsed the plan. Investors will have to
decide whether such a tie-up would advance Tesla's AI ambitions
or deepen potential conflicts of interest as the lines between
Musk's companies blur.
SUPERMAJORITY VOTING
Shareholders also are being asked to scrap Tesla's
supermajority voting requirement, replacing it with a simple
majority standard.
Tesla has made several unsuccessful attempts to scrap its
supermajority voting rule. Binding proposals to eliminate the
requirement were put to shareholders in 2019, 2021 and 2022, but
fell short of the two-thirds of outstanding shares needed for
approval.
Some investors worry that easing the threshold could
strengthen Musk's influence over the company. The outcome will
show how far shareholders are willing to go in reshaping Tesla's
corporate governance.
POLITICAL NEUTRALITY
Investors will vote on a shareholder proposal calling for
Tesla to adopt a formal political neutrality policy.
The measure would bar the company and its leaders from
engaging in partisan activity and would assign oversight to a
board committee. Tesla's directors oppose the plan, saying
existing policies already ensure appropriate disclosure and
accountability.
The proposal serves as a test of investor sentiment toward
Musk's outspoken public persona and the reputational risks that
can come with it. Musk heavily embraced U.S. President Donald
Trump, alienating some car buyers.