Tesla urges shareholders to vote against proxy advisors
Ticker: TSLA · Form: DEFA14A · Filed: Oct 21, 2025 · CIK: 1318605
| Field | Detail |
|---|---|
| Company | Tesla, Inc. (TSLA) |
| Form Type | DEFA14A |
| Filed Date | Oct 21, 2025 |
| Risk Level | medium |
| Pages | 13 |
| Reading Time | 16 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, shareholder-voting, corporate-governance
Related Tickers: TSLA
TL;DR
Tesla's telling shareholders to ignore proxy advisors and vote their way. Big fight brewing.
AI Summary
Tesla, Inc. filed a DEFA14A on October 21, 2025, regarding its proxy statement. The filing includes a statement from Tesla on October 20, 2025, urging shareholders to "take back your vote from proxy advisors" and vote in the company's best interests.
Why It Matters
This filing indicates Tesla is actively campaigning against the recommendations of proxy advisory firms, suggesting potential disagreements on corporate governance or shareholder proposals.
Risk Assessment
Risk Level: medium — The filing suggests potential conflict between Tesla's management and proxy advisory firms, which could impact shareholder voting outcomes and corporate governance.
Key Players & Entities
- Tesla, Inc. (company) — Registrant
- October 20, 2025 (date) — Date of Tesla's article on X
- October 21, 2025 (date) — Filing date of DEFA14A
FAQ
What is the primary purpose of this DEFA14A filing by Tesla, Inc.?
The primary purpose is to provide Tesla, Inc.'s proxy statement to shareholders, including a statement urging them to vote in the company's interests and against proxy advisors.
When did Tesla, Inc. file this DEFA14A with the SEC?
Tesla, Inc. filed this DEFA14A on October 21, 2025.
What action is Tesla urging its shareholders to take regarding proxy advisors?
Tesla is urging shareholders to "take back your vote from proxy advisors" and vote in the interests of Tesla shareholders.
On what platform did Tesla post its statement about proxy advisors?
Tesla posted its statement on X (formerly Twitter).
What is the filing form type for this document?
The filing form type is DEFA14A, a Schedule 14A Proxy Statement.
Filing Stats: 4,020 words · 16 min read · ~13 pages · Grade level 12.2 · Accepted 2025-10-21 16:51:47
Filing Documents
- tm252289d39_defa14a.htm (DEFA14A) — 66KB
- tm252289d39_def14aimg001.jpg (GRAPHIC) — 41KB
- tm252289d39_def14aimg002.jpg (GRAPHIC) — 29KB
- tm252289d39_def14aimg003.jpg (GRAPHIC) — 49KB
- tm252289d39_def14aimg004.jpg (GRAPHIC) — 33KB
- tm252289d39_def14aimg005.jpg (GRAPHIC) — 30KB
- tm252289d39_def14aimg006.jpg (GRAPHIC) — 58KB
- tm252289d39_def14aimg007.jpg (GRAPHIC) — 34KB
- tm252289d39_def14aimg008.jpg (GRAPHIC) — 73KB
- tm252289d39_def14aimg010.jpg (GRAPHIC) — 66KB
- tm252289d39_def14aimg011.jpg (GRAPHIC) — 147KB
- tm252289d39_def14aimg012.jpg (GRAPHIC) — 144KB
- tm252289d39_def14aimg013.jpg (GRAPHIC) — 210KB
- tm252289d39_def14aimg014.jpg (GRAPHIC) — 230KB
- tm252289d39_def14aimg015.jpg (GRAPHIC) — 201KB
- tm252289d39_def14aimg016.jpg (GRAPHIC) — 231KB
- tm252289d39_def14aimg017.jpg (GRAPHIC) — 189KB
- tm252289d39_def14aimg018.jpg (GRAPHIC) — 131KB
- 0001104659-25-101278.txt ( ) — 2681KB
From the Filing
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Tesla, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On October 20, 2025, Tesla, Inc. ("Tesla") posted an article on X titled, "Take back your vote from proxy advisors: vote in the interests of Tesla shareholders," a copy of which is attached hereto as Exhibit 1 . Also on October 20, 2025, Elon Musk posted on X, copies of which are attached hereto as Exhibit 2 . On October 21, 2025, Tesla posted a letter from Robyn Denholm, Chair of the Board of Directors of Tesla, on X, a copy of which is attached hereto as Exhibit 3 . Also on October 21, 2025, a message, which included a letter to shareholders, was sent to Tesla shareholders, copies of which are attached hereto as Exhibit 4 and Exhibit 5 , respectively. In addition, on October 21, 2025, Tesla updated its website, www.VoteTesla.com. A copy of the updated material is attached hereto as Exhibit 6 . Additional Information and Where to Find It Tesla has filed with the U.S. Securities and Exchange Commission (the " SEC ") a definitive proxy statement on Schedule 14A (the " Definitive Proxy Statement ") and a proxy card with respect to its solicitation of proxies for Tesla's 2025 Annual Meeting of Shareholders (the " 2025 Annual Meeting "). The Definitive Proxy Statement contains important information about the matters to be voted on at the 2025 Annual Meeting. SHAREHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING . Shareholders are able to obtain free copies of these documents, and other documents filed with the SEC by Tesla, through the website maintained by the SEC at www.sec.gov. In addition, shareholders are able to obtain free copies of these documents from Tesla by contacting Tesla's Investor Relations by e-mail at ir@tesla.com, or by going to Tesla's Investor Relations page on its website at ir.tesla.com. Participant Information Tesla, its directors (Elon Musk, Robyn Denholm, Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Kimbal Musk, JB Straubel and Kathleen Wilson-Thompson), and certain of its executive officers (Vaibhav Taneja and Tom Zhu) are deemed to be "participants" (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Tesla's shareholders in connection with the matters to be considered at the 2025 Annual Meeting. Information about the compensation of our named executive officers and our nonemployee directors is set forth in the sections titled "Executive Compensation for Fiscal Year 2024" and "Compensation of Directors" in the Definitive Proxy Statement commencing on pages 130 and 152, respectively, and is available here . Information regarding the participants' holdings of Tesla's securities can be found in the section titled "Ownership of Securities" in the Definitive Proxy Statement commencing on page 160 and is available here . Exhibit 1 Take back your vote from proxy advisors: vote in the interests of Tesla shareholders Anyone who has actually reviewed the full ISS and Glass Lewis reports know their recommendations don't add up—these proxy advisors are using their simplistic checklists and recommending votes that defy basic common sense and ignore Tesla's record and vision of exceptional value creation. And we think we know why. ISS and Glass Lewis weren't built to evaluate companies like Tesla. Their model is based on standardized benchmarks—conventional, one-size-fits-all thinking designed for the average company. But Tesla isn't conventional, and neither is the size of our financial returns. Since our IPO, we have achieved a total shareholder return of over 39,000%, far outpacing the S&P 500 and countless other investment alternatives during that period.[1] Nevertheless, ISS and Glass Lewis have repeatedly recommended against our compensation proposals since 2018, ignoring the fact that these proposals have been completely incentive-based and have helped drive a 20x improvement in our ma