Tesla (TSLA) Proxy filing summary

Executive summary

• 2026 progress included producing Cybercab, expanding Robotaxi service to more U.S. cities, launching the Semi, and advancing Optimus production and SI infrastructure. More than 10 million vehicles had been delivered and over 130 GWh of energy storage deployed.

• The annual meeting is scheduled for December 3, 2026, with virtual access and limited in-person attendance; shareholders of record on October 13, 2026 are eligible to vote.

• The Board describes continued investment in vehicle, energy and services businesses, manufacturing capacity, batteries, chips and data centers to support future growth.

Voting matters and shareholder proposals

• Shareholders will vote on three Class I director nominees, an advisory vote on 2025 executive compensation, and ratification of PwC as auditor for FY2026; the Board recommends FOR each.

• At the 2025 meeting, the proposal to eliminate supermajority voting requirements received support from 39.4% of outstanding shares and failed; the Board does not plan to repropose it at this time.

• The 2025 say-on-pay proposal received 78.2% support among shares present or represented and entitled to vote; the Board plans to continue annual advisory votes.

Board of directors and corporate governance

• The nine-member Board is divided into three classes with staggered three-year terms; Elon Musk, Robyn Denholm and JB Straubel are nominated for Class I seats.

• Robyn Denholm is independent Board Chair; all standing committees consist solely of independent directors, and the Board determined all current members except Elon Musk and Kimbal Musk meet Nasdaq independence standards.

• The Board and committees held 85 meetings in 2025; each director attended at least 75% of applicable meetings.

• Succession planning covers short- and long-term leadership needs, prioritizes internal candidates and includes oversight by the Nominating and Corporate Governance and Compensation Committees.