The Zhitong Finance App learned that Tesla (TSLA.US) submitted a shareholder power of attorney to the US Securities and Exchange Commission (SEC) on Monday, proposing that at the annual shareholders' meeting on December 3, shareholders re-elect CEO Elon Musk, Chairman of the Board Robin Denholm, and director JB Straubel as Class I directors. All three will serve a three-year term.
Chairman of the board of directors Denholm said that the company has achieved many results, but according to the board of directors, Tesla's development potential is still in its early stages. Denholm wrote, “We continue to focus on cost control and maintain sound financial strength to support our ambitious long-term goals.” She added, “Tesla has previously reshaped many industries, including electric vehicles and energy storage systems. Now we want to bring superintelligence (SI) to the physical world, and we are looking forward to it.”
It has been almost a year since Tesla's board of directors awarded Musk a performance award, which was advertised as a $1 trillion compensation plan.
According to the salary summary table, Musk's 2025 CEO performance rewards include about 423.7 million restricted shares, and the total salary is listed at US$158.4 billion.
This $1 trillion performance reward has been awarded in 12 batches, all of which have not met the standards to be unlocked. Each batch needs to simultaneously meet market capitalization thresholds and operating targets ranging from 2 trillion to 8.5 trillion US dollars; shares that have not yet been unlocked have voting rights in the same proportion as other shares.
Musk exercised all 303.96 million options under its 2018 incentive plan on June 16. An additional 286.4 million restricted shares will be vested in January 2028 on the premise that they continue to hold management positions.
Tesla revealed that it took months for the company to directly communicate with the US SEC, set up a voluntary voting mechanism for individual retail investors, and finally obtained an official letter of no objection from the SEC.
According to Tesla's equity pledge policy, the maximum guaranteed loan obtained by Musk pledging shares is the lower of 3.5 billion US dollars or 25% of the market value of the pledged stock.
Musk holds nearly 20% of Tesla's shares, of which 207.5 million shares have already been pledged; Vanguard Capital Management holds 5.3% of Tesla's shares.
Rumors of a potential merger with SpaceX are heating up, and the annual shareholders' meeting becomes a point of concern
Notably, market speculation about a potential merger between Tesla and SpaceX is also heating up. Barclays analyst Dan Levy believes that the two sides may announce the deal before Tesla's December 3 annual shareholders' meeting. Related speculations have drawn market attention to the future business integration and valuation arrangements of the two companies.
However, up to now, neither company has officially confirmed the merger plan, nor has Tesla's latest shareholder power of attorney listed the merger as a matter of clear voting. Therefore, whether the annual shareholders' meeting will involve related transactions is yet to be confirmed by subsequent company announcements.
If a merger plan is proposed in the future, the transaction structure, valuation arrangements, shareholder interests, and required regulatory approval and shareholder approval procedures may all become the focus of investors' attention. For Tesla, the relationship between board governance, Musk's long-term incentive mechanism, and potential business integration may also be subject to further market scrutiny.