Overview

• The all‑stock proposal would grant Elon Musk up to roughly 12% of Tesla’s current shares—about 423 million—in 12 tranches that vest only if paired market‑cap and operational milestones are met over the next decade.
• Market‑cap thresholds start with the first tranche at $2 trillion, continue through nine increments of about $500 billion each, and culminate in targets requiring Tesla to reach roughly $8.5 trillion.
• Operational goals outlined in the filing include delivering 20 million vehicles, deploying 1 million robotaxis, delivering 1 million Optimus humanoid robots, and growing adjusted EBITDA to $400 billion.
• If fully earned, Musk’s stake would rise toward approximately 25% with greater voting power, intensifying governance and dilution concerns; Tesla shares rose about 2% after the filing.
• The proxy also notes an interim restricted‑stock award of about $29 billion, an appeal of the voided 2018 package with Oct. 15 Delaware Supreme Court arguments, and a separate advisory proposal to consider a Tesla investment in xAI.