Overview
- Shareholders voted by more than 75% to authorize a performance-based award that could grant Elon Musk up to 423.74 million shares and lift his stake to roughly 25%.
- The plan vests across 12 stages tied to milestones that include a market capitalization rising in steps to $8.5 trillion by 2035, one million robotaxis, one million humanoid robots, and cumulative deliveries of 20 million vehicles.
- Financial hurdles include sustaining $400 billion in adjusted EBITDA at a $6.5 trillion market value, and Musk must remain in a top role for at least 7.5 years for initial vesting.
- Major investors and proxy advisers such as Norway’s sovereign wealth fund, ISS and Glass Lewis opposed the deal, while Texas incorporation let Musk vote his roughly 15% stake after Delaware voided his 2018 package.
- The package underscores Tesla’s pivot toward autonomy and humanoid robots even as technical and regulatory questions persist, and a separate xAI investment item drew more yes than no with many abstentions for further consideration.