Austin, Texas — Updated Nov. 6, 2025
TL;DR
- Shareholders approved Elon Musk’s new, performance‑based compensation plan—valued at up to $878 billion (widely rounded as “$1 trillion”)—with 75%+ support. The award can only vest if Tesla hits aggressive market‑cap and operating milestones. Reuters
- Investors also re‑elected directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson‑Thompson. ABC+1
- A non‑binding shareholder proposal to authorize a potential Tesla investment in xAI was on the ballot; as of press time, results were not yet conclusive. Business Insider
- The meeting took place at Gigafactory Texas (with a virtual option) and began at 3:00 p.m. CT. Tesla Investor Relations+1
What passed—and why it matters
Musk’s new pay package cleared the vote with a strong majority, delivering a major win for Tesla’s board after months of lobbying large institutions and retail investors. Reuters reports that the plan garnered over 75% support, and shares gained about 2% after hours post‑announcement. Crucially, Tesla’s reincorporation in Texas allowed Musk to vote his roughly 15% stake, unlike a prior Delaware‑law vote that excluded “interested” insiders. Reuters
The package’s value—cited as “up to $878 billion”—reflects the potential worth of stock grants if Tesla hits a ladder of goals over the next decade. Media have often rounded the headline figure to $1 trillion, but the company’s own description pegs the maximum at $878 billion net of offsets. Either way, it’s the largest CEO pay framework ever put to a shareholder vote. Reuters
Opposition remained notable: Norway’s $2T sovereign wealth fund (NBIM) and major proxy advisers including ISS urged “no,” arguing the award is excessively large and concentrates too much power in one person. Those objections ultimately didn’t sway the outcome. The Guardian+1
What’s actually in the award
Tesla’s SEC‑filed proxy details a 12‑tranche, performance‑based structure totaling ~423.7 million shares. To unlock tranches, Tesla must sequentially hit market‑cap milestones from $2 trillion up to $8.5 trillionand achieve operational milestones that include four product goals and a series of escalating Adjusted EBITDA targets. Highlights: Tesla Investor Relations
- Market‑cap ladder: First milestone at $2T, final at $8.5T. Tesla Investor Relations
- Operational/Product goals:
- 20 million Tesla vehicles delivered (cumulative),
- 10 million active FSD subscriptions,
- 1 million Bots (Optimus‑class) delivered,
- 1 million robotaxis in commercial operation. Tesla Investor Relations+1
- Profit milestones: A sequence of Adjusted EBITDA hurdles from $50B up to $400B, including three separate periods each requiring $400B over four consecutive quarters. Tesla Investor Relations
- Total shares across tranches:423,743,904. Tesla Investor Relations
Translation: Even after today’s vote, the vast majority of the award does not vest unless Tesla’s value and operating scale expand dramatically—well beyond any automaker in history and into AI/robotics territory. Reuters summarized the company‑level ambition: more vehicles on the road, a functioning robotaxi network, humanoid robots in meaningful volumes, and up to $400B in core profit. Reuters
Board elections and governance votes
Shareholders re‑elected the three directors up this cycle—Ehrenpreis, Gebbia, Wilson‑Thompson—maintaining board continuity as Tesla pivots deeper into software, autonomy, and robotics. ABC
On governance, investors rejected proposals designed to curb Tesla’s use of certain Texas corporate‑law provisions that can make it harder for small investors to bring proposals or lawsuits. Bloomberg Law reports those measures failed to achieve majority support. Bloomberg Law
The xAI question
A shareholder proposal to authorize a Tesla investment in xAI—Elon Musk’s AI startup behind the Grok chatbot—drew intense attention. The board took no formal position on the proposal ahead of the meeting. As of publication, vote results remained unclear; Business Insider’s live blog flagged the item as not conclusively decided when the compensation outcome became public. If approved, it would only authorize the board to consider terms; it would not mandate a deal. Tesla Investor Relations+1
Why the vote flipped this year
Last year’s pay saga was derailed by a Delaware court and a “disinterested shareholders” condition that sidelined insider votes. Since then, Tesla moved its legal home to Texas, where the company said Musk could vote his full 15% holding—a key factor in today’s result, according to Reuters. Board chair Robyn Denholm had also warned that failure could jeopardize Musk’s continued leadership—heightening the stakes. Reuters+1
Market reaction and what’s next
Initial reaction was positive in after‑hours trading, but the long‑term stock impact depends on execution: scaling production, moving FSD toward general availability and reliability, building a robotaxi business, and proving out Optimus (AI bots) and other robotics lines—while hitting market‑cap steps up to $8.5T and delivering unprecedented EBITDA. Expect Tesla to file detailed vote tallies in an SEC Form 8‑K and post a meeting replay via Investor Relations. Reuters+1
Event details and replay
- When/where:Nov. 6, 2025 — 3:00 p.m. CT, Gigafactory Texas (Austin), with an official livestream for the public. Tesla Investor Relations
- Virtual portal for registered holders: Tesla hosted the meeting on Broadridge’s site for verified stockholders. virtualshareholdermeeting.com
The bottom line
Shareholders just bet on Musk—again. Today’s approval gives Tesla a clear mandate to pursue an AI‑first roadmap (FSD, robotaxi, Optimus) and sets an exceptionally high performance bar for unlocking any CEO pay. The debate over concentration of power, succession planning, and shareholder rights isn’t going away—but for now, the vote signals investors want Musk in the driver’s seat for the next leg of Tesla’s transformation. Reuters+2The Guardian+2
Sources & documents referenced
- Reuters: “Tesla shareholders approve $878 billion pay plan for Elon Musk” (vote margin, after‑hours move, Texas reincorporation context). Reuters
- Tesla Investor Relations: Annual Meeting page & livestream details. Tesla Investor Relations
- Broadridge: Virtual Shareholder Meeting portal. virtualshareholdermeeting.com
- Tesla SEC filings (Proxy): Milestones, tranches, and share counts (423,743,904); $2T→$8.5T market‑cap ladder; product and EBITDA targets. Tesla Investor Relations+3Tesla Investor R…
- ABC (Australia): Board re‑election & meeting color. ABC
- Bloomberg Law: Outcome on proposals related to Texas corporate law. Bloomberg Law
- Business Insider (live updates): xAI proposal status. Business Insider
- The Guardian: NBIM’s “no” vote ahead of the meeting. The Guardian
