Investor's Corner
Tesla Chair of the Board letter urges stockholders to approve Texas reincorporation
Tesla has been putting in a lot of effort into encouraging TSLA shareholders to vote for Proposals Three and Four at the 2024 Annual Stockholders’ Meeting. While previous letters that have been sent about the matter have been quite focused on Elon Musk’s compensation plan, a recent letter from Tesla Board Chair Robyn Denholm has focused on Tesla’s proposed reincorporation to Texas.
As could be seen in Denholm’s letter, Texas is already the business home for Tesla, so it only makes sense to make the Lone Star state into the company’s legal home as well. Texas is already home to Tesla’s headquarters and Giga Texas is the electric vehicle maker’s flagship production facility. As per the Board Chair, thousands of Tesla employees and some executives have also moved to Texas.
More importantly, Denholm noted that Delaware is simply no longer the right jurisdiction for Tesla, and that the company has been studying a move out of Delaware for some time. Denholm provided some benefits that Tesla could see if it was reincorporated at the Lone Star state. “We need to be incorporated in a state that we believe will protect stockholder rights while, at the same time, support the kind of innovation that has driven the strong stockholder returns you have enjoyed over the past several years. That state is Texas,” Denholm wrote.
Following is Denholm’s recent letter to TSLA shareholders.
Dear Fellow Stockholder,
Tesla has been one of the most successful enterprises of our time. In just the past six years, we created more than $735 billion’ in value for you while advancing our mission of accelerating the world’s transition to sustainable energy and driving an unmatched pace of innovation in artificial intelligence. Our next growth vector is equally as ambitious.
But the present and future value Tesla is poised to deliver for all of you is at risk. This year’s Annual Stockholders’ Meeting is rapidly approaching, and we need your vote on two important proposals:
Vote FOR Proposal Three – Redomesticating Tesla in the State of Texas
Vote FOR Proposal Four – Ratification of the 2018 CEO Performance Award
Both of these proposals are critical to our future. But today, I want to talk about Texas.
Texas is already our business home. We need to make it our legal home, too.
Redomesticating in Texas is the logical evolution for Tesla. We have moved our corporate headquarters to Texas in 2021 and in 2022, we completed our Gigafactory Texas – Tesla’s principal manufacturing facility, the production hub for the Model Y and the home of the Cybertruck and our future vehicles. Thousands of our employees as well as our executives have moved there.
Texas also has a legal regime that will enable us to advance our world-changing mission and, in turn, continue to create additional value for you.
There is value in business disputes being heard where Tesla is headquartered – the community is directly impacted by court decisions affecting our Company.
Over the last several years it has become clear that Delaware is no longer the right jurisdiction for us. In fact, we have been studying a move out of Delaware for some time. Redomesticating in Texas builds on our relationships with the state and local communities, including government actors, employees and other stakeholders, which are critical to Tesla, and reinforces our commitment to the state.
We need to be incorporated in a state that we believe will protect stockholder rights while, at the same time, support the kind of innovation that has driven the strong stockholder returns you have enjoyed over the past several years. That state is Texas.
Everything is bigger in Texas, and being in Texas enables us to dream bigger for the future, and for all of you.
Sincerely,
Robyn M. Denholm
Chair of the Board
The decision of Tesla shareholders on Proposals Three and Four will be announced at the 2024 Annual Stockholders’ Meeting, which is scheduled for June 13, 2024. The meeting will be held at Giga Texas at 3:30 PM CT. Similar to previous Tesla events, the 2024 Annual Stockholders’ Meeting will be livestreamed.
Tesla’s recent communication to TSLA shareholders can be viewed below.
Tesla Letter to Stockholders May 28 2024 by Simon Alvarez on Scribd
Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.
Elon Musk
UPDATE: Tesla investors push Charles Schwab for Musk comp plan clarification
Update: 4:00 p.m. EDT – Charles Schwab has reached out to TESLARATI with the following statement, clarifying that it plans to vote FOR Musk’s compensation package:
“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved.”
There have also been updates to the headline and various paragraphs to reflect this as well as accuracy.
Tesla investors are pushing Charles Schwab for clarification after it was expected to vote against CEO Elon Musk’s pay package.
Several high-profile Tesla influencers are speaking out against Charles Schwab, saying its decision to vote against the plan that would retain Musk as CEO and give him potentially more voting power if he can achieve the tranches set by the company’s Board of Directors.
The Tesla community appeared to see that Schwab is one firm that tends to vote against Musk’s compensation plans, as they also voted against the CEO’s 2018 pay package, which was passed by shareholders but then denied by a Delaware Chancery Court.
Schwab’s move was recognized by investors within the Tesla community and now they are speaking out about it:
Hey @CharlesSchwab – I need to speak with someone from Schwab Private Wealth Services this week. Please reach out via email, the mobile app message center, phone, or X DM.
Here’s why this is urgent: At least 6 of your ETF funds (around 7 million $TSLA shares) voted against… https://t.co/uSgPWnfTFc— Jason DeBolt ⚡️ (@jasondebolt) November 3, 2025
If @CharlesSchwab doesn’t vote for Elon Musk’s 2025 CEO Performance Award plan, I’ll move all my assets to another brokerage. My followers, many of whom also hold assets with Schwab and collectively own at least hundreds of millions in $TSLA, may do the same.
I can’t in good… https://t.co/6iUU6PdzYx— Sawyer Merritt (@SawyerMerritt) November 3, 2025
ready to help with the @CharlesSchwab exodus
— Gali (@Gfilche) November 3, 2025
At least six of Charles Schwab’s ETFs were expected to vote against Tesla’s Board recommendation to support the compensation plan for Musk. The six ETFs represent around 7 million Tesla $TSLA shares.
Jason DeBolt, an all-in Tesla shareholder, summarized the firm’s decision really well:
“As a custodian of ETF shares, your fiduciary duty is to vote in shareholders’ best interests. For a board that has delivered extraordinary returns, voting against their recommendations doesn’t align with retail investors, Tesla employees, or the leadership we invested to support. If Schwab’s proxy voting policies don’t reflect shareholder interests, my followers and I will move our collective tens of millions in $TSLA shares (or possibly hundreds of millions) to a broker that does, via account transfer as soon as this week.”
Tesla shareholders will vote on Musk’s pay package on Thursday at the Annual Shareholders Meeting in Austin, Texas.
It seems more likely than not that it will pass, but investors have made it clear they want a decisive victory, as it could clear the path for any issues with shareholder lawsuits in the future, as it did with Musk’s past pay package.
Elon Musk
Norway’s $2 trillion sovereign wealth fund votes against Elon Musk’s 2025 performance award
The fund is managed by Norges Bank Investment Management (NBIM), and it holds a 1.14% stake in Tesla valued at about $11.6 billion.
Norway’s $2 trillion sovereign wealth fund has voted against Elon Musk’s 2025 performance award, which will be ultimately decided at Tesla’s upcoming annual shareholder meeting.
The fund is managed by Norges Bank Investment Management (NBIM), and it holds a 1.14% stake in Tesla valued at about $11.6 billion.
NBIM’s opposition
NBIM confirmed it had already cast its vote against Musk’s pay package, citing concerns over its total size, dilution, and lack of mitigation of key person risk, as noted in a CNBC report. The fund acknowledged Musk’s leadership of the EV maker, and it stated that it will continue to seek dialogue with Tesla about its concerns.
“While we appreciate the significant value created under Mr. Musk’s visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk- consistent with our views on executive compensation. We will continue to seek constructive dialogue with Tesla on this and other topics,” NBIM noted.
The upcoming Tesla annual shareholder meeting will decide whether Musk should receive his proposed 2025 performance award, which would grant him large stock options over the next decade if Tesla hits several ambitious milestones, such as a market cap of $8.5 trillion. The 2025 performance award will also increase Musk’s stake in Tesla to 25%.
Elon Musk and NBIM
Elon Musk’s proposed 2025 CEO performance award has proven polarizing, with large investors split on whether the executive should be given a pay package that, if fully completed, would make him a trillionaire.
Institutional Shareholder Services and Glass Lewis have recommended that shareholders vote against the deal, and initiatives such as the “Take Back Tesla” campaign have rallied investors to oppose the proposed performance award. On the other hand, other large investors such as ARK Invest and the State Board of Administration of Florida (SBA) have urged shareholders to approve the compensation plan.
Interestingly enough, this is not the first time that Musk and NBIM have found themselves on opposing sides. Last year, NBIM voted against reinstating Musk’s 2018 performance award, which had already been fully accomplished but was rescinded by a Delaware judge.
Later reports shared text messages between Musk and NBIM Chief Executive Nicolai Tangen, who was inviting the CEO to a dinner in Oslo. Musk declined the invitation, writing, “When I ask you for a favor, which I very rarely do, and you decline, then you should not ask me for one until you’ve done something to make amends. Friends are as friends do.”
Investor's Corner
Michael Dell points out practical advantage of Elon Musk’s proposed pay package
As pointed out by the Dell Technologies CEO, Musk will only be rewarded if he delivers extraordinary value to shareholders
Michael Dell has weighed in on Elon Musk’s controversial 2025 CEO Performance Award, offering a grounded perspective amidst the noise surrounding the pay package today.
As pointed out by the Dell Technologies CEO, Musk will only be rewarded if he delivers extraordinary value to shareholders. Musk would quite literally receive no compensation if he fails to achieve his targets.
Dell emphasizes results over rhetoric
Dell shared his thoughts about Musk’s 2025 CEO Performance Award in a post on X.“Vote FOR Elon Musk. The award is only achieved IF he hits exceptionally ambitious market-cap and operational milestones—if he falls short, he gets nothing,” Dell wrote in his post.
“If he succeeds, shareholders will win big through unprecedented value creation, and he will earn added voting rights to continue driving Tesla’s long-term vision.”
Musk replied with a short “Thanks Michael,” acknowledging Dell’s support. Dell’s framing cuts through the debate surrounding Musk’s compensation, as he simply focused on the incentive structure’s risk-reward balance.
Musk’s ambitious pay package
Elon Musk’s 2025 CEO Performance Award requires Tesla’s market capitalization to rise from roughly $1.1 trillion today to $8.5 trillion within a decade. This would make Tesla more valuable than any company in history.
Apart from this, Tesla’s operating profit must also grow from $17 billion to $400 billion annually. Musk must also lead the company to several product-related milestones, such as 20 million cumulative vehicle deliveries, 10 million Full Self-Driving subscriptions, 1 million Tesla Bots, and 1 million operating Robotaxis.
So far, proxy advisors Glass Lewis and ISS have urged shareholders to vote against the plan. Some prominent investors, including ARK Invest CEO Cathie Wood, however, have voiced strong support for the plan. Wood called Musk “the most productive human being on earth,” arguing that his vision and ability to attract talent are central to Tesla’s success.
-
News2 weeks agoTesla rolled out a new feature with FSD v14 to fix a major complaint
-
News2 weeks agoTesla Full Self-Driving’s new version officially gets a wider rollout
-
News2 weeks agoTesla makes crazy move to spur short-term demand in the U.S.
-
News2 weeks agoTesla Sweden faced with fresh strike from elevator company
-
Investor's Corner2 weeks agoTesla analyst says this common earnings narrative is losing importance
-
News2 weeks agoTesla shares rare glimpse of Giga Shanghai, posts bullish teaser for Model Y L deliveries
-
News7 days agoTesla Cybercab spotted testing on public roads for the first time
-
Elon Musk4 days agoNeuralink’s first patient could receive an upgrade: Elon Musk

