Tesla (TSLA.US) Shareholders Meeting Preview: Focus on Musk’s Compensation and Board Re-election, SpaceX Merger Rumors Heat Up

According to Golden Ten Data APP, Tesla (TSLA.US) submitted a proxy statement to the U.S. Securities and Exchange Commission (SEC) on Monday, proposing that at the annual shareholder meeting on December 3, shareholders re-elect CEO Elon Musk, Board Chair Robyn Denholm, and Director JB Straubel as Class I directors, each for a three-year term.

Board Chair Denholm stated that the company has achieved many milestones, but in the Board's view, Tesla's growth potential is still in its early stages. Denholm wrote: "We continue to focus on cost control and maintain strong financial strength to support our ambitious long-term goals." She added: "Tesla has already reshaped multiple industries, including electric vehicles and energy storage systems. Now, we are eagerly anticipating bringing Super Intelligence (SI) into the real world."

This filing comes nearly a year after the Tesla Board granted Musk a performance award, touted as a $1 trillion compensation package.

The compensation summary table shows that Musk's 2025 CEO performance award includes approximately 423.7 million restricted stock units, with a total compensation amount listed as $158.4 billion.

This $1 trillion-scale performance award is divided into 12 grant tranches, all of which remain locked. Each tranche requires simultaneous attainment of market capitalization thresholds ranging from $2 trillion to $8.5 trillion and operational targets; the shares not yet unlocked carry voting rights proportionate to other shares.

Musk exercised all 303.96 million options under his 2018 incentive plan as of June 16. Another 286.4 million restricted stock units will vest in January 2028, provided he continues to serve in management roles.

Tesla disclosed that the company spent months directly communicating with the U.S. SEC to establish a voluntary voting mechanism for individual retail investors, ultimately obtaining an official no-objection letter from the SEC.

According to Tesla's stock pledge policy, the maximum value of guaranteed loans Musk can receive against pledged shares is the lower of $3.5 billion or 25% of the market value of the pledged shares.

Musk holds nearly 20% of Tesla's shares, of which 207.5 million shares have been pledged; Vanguard Capital Management holds 5.3% of Tesla's shares.

Rumors of a potential Tesla-SpaceX merger intensify, making the annual shareholder meeting a focal point

It is noteworthy that market speculation about a potential merger between Tesla and SpaceX is intensifying. Barclays analyst Dan Levy believes the two parties may announce a deal before Tesla's annual shareholder meeting on December 3, and such speculation has sparked market attention regarding the future business integration and valuation arrangements of the two companies.

However, as of now, neither company has formally confirmed any merger plans, and Tesla's latest proxy statement does not list a merger as a specific voting item. Therefore, whether the annual shareholder meeting will involve such transactions remains to be confirmed in subsequent company announcements.

If a merger proposal is presented in the future, transaction structure, valuation arrangements, shareholder interests, as well as required regulatory approvals and shareholder voting procedures may all become points of focus for investors. For Tesla, the relationship between Board governance, Musk's long-term incentive plan, and potential business integration may also be further scrutinized by the market.