NEW DELHI — Tesla shareholders will vote on the re-election of CEO Elon Musk and two other directors at the company’s annual meeting on December 3, with executive compensation also on the agenda following the disclosure of a stock-based pay award valued at approximately $158.36 billion.
According to a proxy filing with the U.S. Securities and Exchange Commission, Tesla has nominated Musk, board Chair Robyn Denholm and director JB Straubel for new three-year terms.
Shareholders will also consider a nonbinding advisory resolution on executive compensation for 2025 and vote on whether to ratify PricewaterhouseCoopers as Tesla’s independent auditor for the fiscal year ending December 31.
The filing disclosed approximately $158.36 billion in compensation attributed to Musk for 2025, consisting entirely of stock-based awards.
However, the amount represents the accounting value assigned to performance-based equity grants rather than cash compensation received by Musk.
Tesla said the awards depend on achieving specific market capitalization and operational targets, meaning Musk must meet predetermined performance milestones before receiving the shares.
The company previously disclosed in May that Musk’s realized compensation for 2025 was zero because none of the 12 tranches associated with the incentive program had been earned.
The compensation package includes approximately 423.7 million restricted shares, with vesting tied to the achievement of specified corporate objectives.
Shares earned under the arrangement are generally subject to a five-year holding requirement, although certain exceptions apply.
The compensation structure links Musk’s potential earnings to Tesla’s long-term performance and market valuation.
Tesla’s annual shareholder meeting is scheduled for 3 p.m. Central Time at the company’s Gigafactory Texas facility in Austin. Shareholders will also be able to participate online.
The proxy filing also identified several connections between Tesla’s board and SpaceX, another company led by Musk.
However, the filing made no reference to a potential merger between Tesla and SpaceX.
The December meeting will give Tesla investors an opportunity to weigh in on the company’s leadership, executive pay practices and corporate governance as the automaker continues to pursue its long-term business objectives. (Source: IANS)
