Tesla investors vote on an $878 billion payday for Musk

By Akash Sriram and Abhirup Roy

SAN FRANCISCO (Reuters) -Tesla shareholders will decide on Thursday whether to pay CEO Elon Musk up to $878 billion, the richest executive pay in history by a long shot.

But the high-profile vote is only one of several proposals that could reshape the electric vehicle maker’s future, from the board’s power to whether Tesla should invest in Musk’s artificial intelligence firm xAI.

The results of the pay vote are expected during the annual general meeting on Thursday afternoon at the company’s factory in Austin, Texas.

Passage of the payday would be a vote of confidence in Musk’s leadership and his vision of transforming the company into an AI and robotics juggernaut. A rejection could create turmoil.

Here are the key proposals shareholders are voting on:

UP TO $878 BILLION FOR MUSK

The pay package proposed for Musk requires Tesla to achieve a number of profit and operational milestones such as delivering 20 million vehicles over the next 10 years and having a million robotaxis in operation on roads. In tandem, Tesla stock must rise, hitting new valuation milestones. The company, currently worth more than $1.5 trillion, would have to hit levels starting with $2 trillion and going up to $8.5 trillion.

Passage is widely expected given Musk is allowed to vote his roughly 15% stake. He did not vote his shares on pay questions when the company was incorporated in Delaware, but it has moved to Texas. Supporters say the goals for Musk are highly ambitious and investors stand to gain if he achieves the milestones.

However, some major investors, including Norway’s sovereign wealth fund and other proxy advisors have opposed the package, calling it excessive. Tesla’s board had said Musk could quit if the pay package was not approved.

Musk has a previous pay package that is caught up in Delaware court. Investors will also vote on a proposal that would allow Musk to receive a replacement package if the court eventually rejected the old plan.

xAI INVESTMENT

Investors will also consider a proposal for Tesla to invest in Musk’s artificial intelligence startup, xAI. Musk has said publicly he believes Tesla should back the company.

The board has not endorsed the plan. Investors will have to decide whether such a tie-up would advance Tesla’s AI ambitions or deepen potential conflicts of interest as the lines between Musk’s companies blur.

SUPERMAJORITY VOTING

Shareholders also are being asked to scrap Tesla’s supermajority voting requirement, replacing it with a simple majority standard.

Tesla has made several unsuccessful attempts to scrap its supermajority voting rule. Binding proposals to eliminate the requirement were put to shareholders in 2019, 2021 and 2022, but fell short of the two-thirds of outstanding shares needed for approval.

Some investors worry that easing the threshold could strengthen Musk’s influence over the company. The outcome will show how far shareholders are willing to go in reshaping Tesla’s corporate governance.

POLITICAL NEUTRALITY

Investors will vote on a shareholder proposal calling for Tesla to adopt a formal political neutrality policy.

The measure would bar the company and its leaders from engaging in partisan activity and would assign oversight to a board committee. Tesla’s directors oppose the plan, saying existing policies already ensure appropriate disclosure and accountability.

The proposal serves as a test of investor sentiment toward Musk’s outspoken public persona and the reputational risks that can come with it. Musk heavily embraced U.S. President Donald Trump, alienating some car buyers.

(Reporting by Akash Sriram in Bengaluru and Abhirup Roy in San Francisco; Editing by Chris Reese)