Tesla Chair Pushes Back Against Proxy Firms, Urges Shareholders to Support Board

Image: Tesla

Tesla Chair Robyn Denholm has issued a new letter to shareholders, calling on them to “ignore ISS’s and Glass Lewis’s advice” and instead vote with the Tesla board on all proposals ahead of the company’s 2025 Annual Meeting of Stockholders on November 6.

“This new letter from Chair Robyn Denholm sets the record straight on ISS’s and Glass Lewis’s recommendations, including why their one-size-fits-all policies don’t work for a company as uniquely ambitious as Tesla or its shareholders,” Tesla said in a post on X, sharing Denholm’s letter.

Denholm criticized the two major proxy advisory firms for using “simplistic, one-size-fits-all” frameworks that “are fundamentally unable to evaluate companies, like Tesla, that chart their own course and challenge the status quo.” She argued that their recommendations routinely ignore Tesla’s track record of growth and innovation.

“Thankfully our shareholders have ignored their recommendations – otherwise, you may have missed out on our market capitalization soaring 20x while the proxy advisors time and time again recommended ‘against’ Tesla proposals designed to promote the sort of extraordinary growth we have enjoyed,” Denholm wrote.

The letter comes after Tesla previously fired back at both ISS and Glass Lewis for recommending against the company’s proposed $1 trillion CEO compensation plan for Elon Musk and a shareholder proposal for an investment in Musk’s AI startup, xAI, calling those recommendations “misguided” and harmful to shareholders.

Denholm also defended the proposed 2025 CEO Performance Award, saying, “Elon gets nothing unless shareholders enjoy exceptional investment returns.” She added, “There are no ‘easy’ milestones under the 2025 CEO Performance Award,” noting that Musk would need to lead Tesla to $400 billion in Adjusted EBITDA to unlock the final tranche.

“The 2025 CEO Performance Award was designed with one overarching purpose: to supercharge Tesla’s next phase of exceptional growth, innovation and value creation,” Denholm said, urging investors to “vote yes to robots, and reject robotic voting.”

The Tesla board proposed the $1 trillion pay package last month, which would see Musk receive full compensation only if Tesla achieves a market capitalization of $8.5 trillion, among other performance milestones. Shareholders will vote on the plan — along with several other proposals, including the xAI investment — during the November 6 meeting.

Tesla has been running a widespread campaign urging investors to vote their shares and back the board’s recommendations on all proposals, emphasizing its argument that the company’s unconventional strategy has created “extraordinary shareholder returns.”

If you own any Tesla shares, let us know how you’ll be voting them in the comments below.