TESLA MOTORS, INC. | Tesla Proposal for Approval of the 2025 CEO Performance Award

Status
77.00% votes in favour
AGM date
Proposal number
4
Resolution details
Company ticker
TSLA
Submitted by
N/A
Resolution ask
Other ask
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Other management proposal or proxy item
Filer type
Management
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
The Board adopted and granted the 2025 CEO Performance Award on September 3, 2025. Although the 2025 CEO Performance Award has been granted and approved by the Board, Mr. Musk will not receive the shares underlying the award until the later to occur of (i) the termination or expiration of the waiting period (and any extension thereof) under the HSR Act and (ii) approval of the 2025 CEO Performance Award by Tesla’s shareholders.
As noted in the section above titled “Background of Proposals Three and Four and Background and Approval Process of the Special Committee — Texas Law Considerations,” no shareholder vote is necessary to approve the 2025 CEO Performance Award under Texas law. However, because Nasdaq rules require that equity compensation plans be approved by shareholders, we are presenting the 2025 CEO Performance Award to shareholders for approval. You should take special note of the discussion below under “— Certain Additional Considerations and Risks Associated with Approval of the 2025 CEO Performance Award.”

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