Investor's Corner
ISS advises Tesla shareholders to vote against two Board members’ re-election
In a recommendation on Monday, proxy advisory firm Institutional Shareholder Services (ISS) advised Tesla (NASDAQ:TSLA) investors to vote against the re-election of Ira Ehrenpreis and Kathleen Wilson-Thompson into the electric vehicle maker’s Board of Directors.
Explaining its recommendation, the ISS stated that it has concerns about “the board’s risk oversight in light of the pledging (as collateral) of a significant amount of the company’s stock by certain directors.”
The ISS also urged Tesla investors to vote for a shareholder proposal regarding the right of employees to form a labor union, according to a Reuters report. Interestingly enough, Tesla CEO Elon Musk has extended an invite to the United Auto Workers (UAW) union to hold a vote at the Fremont factory earlier this year.
Later comments from UAW president Ray Curry, however, noted that he has not spoken to Musk about the matter.
Tesla’s recommendations for its shareholders are as follows.
- A Tesla proposal to elect two Class III directors to serve for a term of three years, subject to the approval of Proposal Two, or until their respective successors are duly elected and qualified–For
- A Tesla proposal for adoption of amendments to certificate of incorporation to reduce director terms to two years —For
- A Tesla proposal for adoption of amendments to certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements–For
- A Tesla proposal for adoption of amendments to certification of incorporation to increase the number of authorized shares of common stock by 4,000,000,000 shares–For
- A Tesla proposal to ratify the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2022-–For
- A stockholder proposal regarding proxy access, if properly presented )–Against
- A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented–Against
- A stockholder proposal regarding annual reporting on board diversity, if properly presented–Against
- A stockholder proposal regarding reporting on employee arbitration, if properly presented–Against
- A stockholder proposal regarding reporting on lobbying, if properly presented–Against
- A stockholder proposal regarding adoption of a freedom of association and collective bargaining policy, if properly presented–Against
- A stockholder proposal regarding additional reporting on child labor, if properly presented–Against
- A stockholder proposal regarding additional reporting on water risk, if properly presented–Against
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Elon Musk
Twitter co-founder Jack Dorsey endorses Elon Musk Tesla pay package
Dorsey framed the pay package as an engineering and governance crossroads for Tesla.
Twitter co-founder and Square CEO Jack Dorsey has publicly backed Elon Musk’s leadership ahead of Tesla’s pivotal shareholder vote, which is expected to be decided later today at the company’s 2025 annual meeting.
Dorsey framed the pay package as an engineering and governance crossroads for Tesla.
Dorsey’s public nod framed as an engineering defense of Musk
In a post on X, Dorsey weighed in on Tesla’s post about being in a “critical inflection point.” As per the Twitter-co-founder, the vote on Musk’s 2025 performance award is not about compensation. Instead, it’s about ensuring the path for the company’s engineering in the coming years.
“This is not about compensation. it’s about ensuring a principled (and exciting!) engineering approach to the company’s future,” Dorsey wrote on his post, later stating that users of Cash app with TSLA shares would be able to vote for the CEO’s proposed 2025 performance award.
Elon Musk appreciated Dorsey’s endorsement, responding to the Twitter co-founder’s post with a heart emoji. Musk has been pretty thankful for the support for is fellow tech executives, also thanking Michael Dell recently, who also advocated for its proposed 2025 performance award.
Musk’s support
While Elon Musk’s 2025 performance award has received opposition from proxy advisors such as Glass Lewis and ISS, it has received quite a lot of support from longtime bulls such as ARK Invest, and, more recently, Schwab Asset Management following calls from TSLA retail shareholders.
“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,” Charles Schwab told Teslarati.
Elon Musk
Tesla Robotaxi and autonomy dreams lean on shareholders: Wedbush
Tesla’s dreams of developing a Robotaxi suite that utilizes a fully autonomous platform developed by the company’s top-tier talent now lean on shareholders and perhaps the most crucial vote in its history.
That’s what Dan Ives of Wedbush said in a new note to investors on Wednesday. As the Annual Shareholders’ Meeting is now just one day away, investors are down to their final chance to vote for or against Elon Musk’s new compensation plan.
Ives wrote that, while the company has made its intentions clear, wanting to maintain Musk, pay him accordingly, and give him the voting power he has long wanted, ultimately, the responsibility falls on investors.
🚨 A new note from Wedbush’s Dan Ives on Tesla $TSLA:
“A Big Day On Deck Tomorrow for Musk and Tesla; We Expect Pay Package Passes
Tomorrow Tesla will be hosting its annual shareholder meeting with all focus on the Musk pay package on deck. We expect Musk to get overwhelming…
— TESLARATI (@Teslarati) November 5, 2025
As many retail shareholders have pushed for people to vote for Musk’s compensation package, there are a handful of large-scale funds and firms that have decided to go in another direction. Bullish Wall Street firms, Wedbush being one of them, believe it is crucial for Tesla to maintain Musk.
The vote could have major implications on whether Tesla launches an autonomous Robotaxi suite in the near future, Ives says:
“Getting Musk’s pay package approved tomorrow at the highly anticipated meeting will be a big step towards advancing Tesla’s future goals with the autonomous and Robotaxi roadmap ahead.”
While some investors are convinced the company is ready to go in a different direction simply based on Musk’s political involvement over the past year, many investors are under the impression that the development of Tesla’s autonomy suite, as well as its prowess in the EV sector, would fall if Elon were not at the helm.
Tesla’s Board of Directors has already stated that they have received confirmation that Musk’s political involvement would wind down in a timely manner. Moving forward, his focus will not veer from the mission of any of his companies; at least that’s what can be gathered from some of the Board’s communications over the past month.
Musk’s new compensation package is incentivized by performance metrics and will require him to achieve a handful of lofty tranches. He will not get paid unless he drives shareholder value, which is something many skeptics tend to leave out.
Ives continues:
“This new incentive-driven pay package for Musk would also provide an additional 423 million shares of common stock (~12% of shares), which would increase his ownership of Tesla up to ~25% voting power, which we believe was critical to keep Musk at the helm to lead Tesla through the most critical time in the company’s history. We believe this was the smart move by the Board to lay out these incentives/pay package at this key time as the biggest asset for Tesla is Musk…and with the AI Revolution, this is a crucial time for Tesla ahead with autonomous and robotics front and center.”
Wedbush maintained its Outperform rating and $600 price target on shares.
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.
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