Tesla sets December vote on Elon Musk’s CEO role & his $158 billion pay package; SpaceX merger stays off ballot
Tesla has asked shareholders to re-elect chief executive Elon Musk, board chair Robyn Denholm and director JB Straubel for another three-year term, while its latest proxy filing contains no proposal to approve a merger with SpaceX. The December 3 annual meeting will also put Elon Musk’s reported $158.36 billion compensation for 2025 to an advisory shareholder vote, alongside the reappointment of auditor PricewaterhouseCoopers (PwC), the SEC filing showed.
The proxy statement, filed on Monday, outlines three voting items and no shareholder proposals. However, its disclosures on executive compensation, board connections to SpaceX and a new retail investor voting programme offer insight into the governance questions that could become relevant if Musk pursues a combination of his companies.
Tesla’s board has recommended that shareholders vote in favour of all three proposals. The meeting will take place at 3 pm Central Time at Gigafactory Texas in Austin and online.
Investors who held Tesla shares on the October 13 record date will be eligible to vote.
Shareholders will decide whether Elon Musk, Robyn Denholm and JB Straubel should remain on the board for another three years, with their proposed terms extending to 2029.
According to SEC filing, the other ballot items are a non-binding vote on 2025 executive compensation and ratification of PwC as Tesla’s auditor for 2026. The company has used PwC since 2005.
The absence of a SpaceX merger proposal means shareholders will not vote on such a transaction at the December meeting. Tesla’s filing does not establish whether a merger will be proposed at a later date.
Denholm defended the board’s continuity in her letter to shareholders, writing that “a steady and experienced hand during this time of rapid technological change is essential to Tesla’s success.”
Tesla’s proxy reports Elon Musk’s 2025 compensation at $158,359,009,867, entirely in stock awards. An analysis by the AFL-CIO labour federation put the figure at 2,522,203 times the median Tesla employee’s annual pay of $62,786.
The reported amount is not equivalent to cash received. It includes the 2025 CEO Performance Award, valued on the assumption that all milestones are achieved, and an interim award granted in August 2025. Musk forfeited the interim award in April after the Delaware Supreme Court reinstated his 2018 compensation package.
Tesla separately reported Elon Musk’s realised compensation for 2025 as zero. The company’s proxy also says none of the 12 tranches under the 2025 performance award has been earned.
The award covers 423,743,904 restricted Tesla shares. Until individual tranches are earned, Tesla’s corporate secretary votes the associated shares in the same proportions as other shares voted on a matter. Musk beneficially owns 19.8% of Tesla stock.
Tesla is introducing a voluntary programme allowing retail investors using participating electronic platforms, including ProxyVote and Say by Robinhood, to establish standing voting instructions for future shareholder meetings.
Investors can choose to vote with the board on all matters or follow its recommendations except in contested director elections and certain transactions requiring shareholder approval, including mergers, acquisitions and divestitures.
The instructions will not apply to the December 3 meeting. They will take effect for subsequent meetings, and shareholders can override their instructions.
The programme does not itself approve a merger or guarantee how investors would vote on a future transaction. However, its design could become relevant if Tesla eventually asks shareholders to consider a deal involving SpaceX.
The proxy also highlights connections between Tesla’s board and SpaceX. Ira Ehrenpreis, who chairs Tesla’s compensation committee and nominating and corporate governance committee, joined SpaceX’s board in February. Kimbal Musk, Elon Musk’s brother and a Tesla director, has also served on SpaceX’s board.
Tesla continues to classify Ehrenpreis as independent. His committee responsibilities include “considering questions of possible conflicts of interest of Tesla’s directors and officers.”
Tesla also has a financial connection to SpaceX. Its $2 billion investment in xAI converted into SpaceX Class A stock after SpaceX acquired xAI Holdings. The SpaceX filing put Tesla’s resulting stake at 18,990,195 shares, or less than 1% of the company.
Tesla’s proxy further reports $430.1 million in revenue from xAI during 2025, mainly from Megapacks, and $143.3 million from SpaceX, primarily from vehicle sales.
Tesla’s 2025 performance award contains provisions that could accelerate vesting in a change of control. Under the normal structure, each tranche requires a market capitalisation milestone and an operational milestone. In a qualifying change of control, the operational requirements fall away and the market capitalisation test changes, potentially allowing earned tranches to vest immediately.
Whether a Tesla-SpaceX combination would qualify depends on the transaction’s structure and the applicable terms. The proxy does not announce such a deal.
On Tesla’s second-quarter earnings call in July, Elon Musk said any combination would have to “be done with the appropriate process.”
Sayantani Biswas is an assistant editor at Livemint with seven years of experience covering geopolitics, foreign policy, international relations and global power dynamics. She reports on Indian and international politics, including elections worldwide, and specialises in historically grounded analysis of contemporary conflicts and state decisions. She joined Mint in 2021, after covering politics at publications including The Telegraph. <br> She holds an MPhil in Comparative Literature from Jadavpur University (2019), with a specialisation in postcolonial Latin American literature. Her research examined economic nationalism through Eduardo Galeano’s Open Veins of Latin America. She also writes on political language, cultural memory and the long shadows of conflict. <br> Biswas grew up in Durgapur, an industrial town in West Bengal shaped by migration, which drew families from across India to the Durgapur Steel Plant. As the only child in a joint family, she spent years listening—almost obsessively—to her grandparents’ testimonies of struggle, fear and loss as they fled Bangladesh during the Partition of 1947. This formative exposure to lived historical memory later converged with her training in Comparative Literature, equipping her to analyse socio-economic structures and their reverberations. <br> Outside the newsroom, she gravitates towards cultural history and critical theory, returning often to texts such as Paulo Freire’s Pedagogy of the Oppressed. As a journalist, she is committed to accuracy, intellectual rigour and fairness, and believes political reporting demands not only clarity and speed, but historical depth, contextual precision, and a disciplined resistance to spectacle.
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