We believe Tesla is on the precipice of another massive wave of transformational growth, as demonstrated by the unveiling of our Master Plan Part IV, which outlined a long-term vision to create Sustainable Abundance for all. But, to support this vision and the ambitious goals associated with our proposed 2025 CEO Performance Award, and the upside they are expected to deliver to shareholders, we must retain and incentivize Elon Musk and maintain a strong corporate governance structure that will enable us to continue our exceptional performance. Elon is a generational leader, and, under his visionary leadership, we have the potential to become the most valuable company in history, and, in return, create unprecedented value for our shareholders.1
The Future of Tesla Is in Your Hands
We are at a pivotal juncture in Tesla’s history, and the proposals the Special Committee has carefully designed and the Board has put forward will help determine Tesla’s future. If you believe, like us, that Elon is the CEO needed to make our ambitious vision a reality, vote at this year’s Annual Meeting.
Tesla will hold its 2025 Annual Meeting of Shareholders on November 6, 2025, and we are asking shareholders to VOTE in line with the Board’s recommendations on ALL proposals.
For instructions on how to vote, please refer to your proxy materials, which you will be receiving in the coming days. Keep an eye on your email and mail.
The Future of Tesla Is in Your Hands
We are at a pivotal juncture in Tesla’s history, and the proposals the Special Committee has carefully designed and the Board has put forward will help determine Tesla’s future. If you believe, like us, that Elon is the CEO needed to make our ambitious vision a reality, vote at this year’s Annual Meeting.
Tesla will hold its 2025 Annual Meeting of Shareholders on November 6, 2025, and we are asking shareholders to VOTE in line with the Board’s recommendations on ALL proposals.
For instructions on how to vote, please refer to your proxy materials, which you will be receiving in the coming days. Keep an eye on your email and mail.
2025 Is a Critical Inflection Point for Tesla
Two Proposals Critical for the Future of Tesla
Proposal Three
Amended & Restated 2019 Equity Incentive Plan
Equity is the cornerstone of Tesla’s compensation philosophy. We believe we need a framework that allows us to honor the deal we made with Elon and the extraordinary value he created for Tesla shareholders under the 2018 CEO Performance Award. In addition, it is essential that we maintain sufficient equity reserves and maximum flexibility to attract, retain and motivate talent at Tesla.
Create a Special Share Reserve with Nearly 208 Million Shares
Provides the Board flexibility to decide in the future how to address the uncertainty around the 2018 CEO Performance Award caused by the ongoing Tornetta litigation without the need for any further shareholder votes.
Replenish the General Share Reserve with an Additional 60 Million Shares
To ensure the Board has sufficient equity to continue granting awards over the next few years to Tesla’s current and future employees.
Proposal Four
2025 CEO Performance Award
A pay-for-performance CEO compensation award that is 100% aligned with shareholders. One that is designed to keep Elon’s time, energy and considerable talents focused on Tesla for years to come and create jaw-dropping value for our shareholders.
The Path to Creating More Than $7 Trillion for Shareholders
Elon earns nothing under the 2025 CEO Performance Award unless and until he meets incredibly ambitious market capitalization AND operational milestones. If he succeeds, Tesla will become the most valuable company in history1 – with an $8.5 trillion market cap – and shareholders will benefit from incredible growth and value creation.
[1] Note: Based on market capitalization milestones compared to publicly traded companies as of the date of the definitive proxy statement.
Election of Directors
Tesla has seen phenomenal progress and value creation under the leadership of this Board, and we are just getting started. The Class III Directors up for re-election this year include three extremely talented and experienced individuals critical to Tesla’s continued growth and success.
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Ira Ehrenpreis
Ira Ehrenpreis has tirelessly served as a fortifying leader and mentor, helping steer Tesla through previous phases of exceptional growth and challenge, while leading Tesla’s implementation of a governance framework designed for success—something we know he is best positioned to do in this next phase of growth.
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Joe Gebbia
Joe Gebbia is a visionary tech founder, leading Airbnb—one of the most successful tech companies—from startup to public company, making it a household name with worldwide operations.
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Kathleen
Wilson-ThompsonKathleen Wilson-Thompson has brought her decades of world-class public-company executive experience, including as an HR professional, to the forefront of our most challenging governance matters over the past two years—serving on both this year’s special committee and last year’s special committee—making her a vital voice as we navigate new challenges and opportunities.