Tesla Files Definitive Proxy Statement

TL;DR

Tesla's proxy statement is out - shareholders need to vote!

AI Summary

Tesla, Inc. filed a Definitive Proxy Statement (DEFA14A) on October 27, 2025. The filing includes a letter from Robyn Denholm, Chair of the Board, to shareholders. This document is a standard proxy statement used for shareholder meetings and voting.

Why It Matters

This filing is crucial for shareholders as it outlines important information regarding upcoming shareholder meetings, voting procedures, and company proposals.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new material financial information or strategic shifts.

Key Players & Entities

• Tesla, Inc. (company) — Registrant
• Robyn Denholm (person) — Chair of the Board of Directors
• October 27, 2025 (date) — Filing date and date of Chair's letter

FAQ

Key Financial Figures

• $1 — Elon Musk, which could grant him nearly $1 trillion more in stock. Joining us firs
• $1.4 — o;ve got a market cap at Tesla north of $1.4 trillion. What would Tesla be worth wit
• $8.5 — plan around market cap—to get to $8.5 trillion, more than many companies out
• $400 billion — erms of products but also in terms of a $400 billion EBITDA number, that is an enormous task

Filing Documents

• tm252289d42_defa14a.htm (DEFA14A) — 89KB
• image_003.jpg (GRAPHIC) — 261KB
• image_004.jpg (GRAPHIC) — 75KB
• tm252289d42_defa14aimg001.jpg (GRAPHIC) — 498KB
• tm252289d42_defa14aimg002.jpg (GRAPHIC) — 36KB
• tm252289d42_ex1img001.jpg (GRAPHIC) — 2KB
• tm252289d42_ex3img001.jpg (GRAPHIC) — 537KB
• tm252289d42_ex4img001.jpg (GRAPHIC) — 40KB
• tm252289d42_ex5img001.jpg (GRAPHIC) — 730KB
• 0001104659-25-102658.txt ( ) — 3092KB

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 th e appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy 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 27, 2025, Robyn Denholm, Chair of the Board of Directors of Tesla, Inc. (“ Tesla ”), issued a letter to shareholders, a copy of which is attached hereto as Exhibit 1 , and sent a message to certain shareholders via the Robinhood app, a copy of which is attached hereto as Exhibit 2 . In addition, on October 27, 2025, Ms. Denholm participated in a conversation with Andrew Ross Sorkin, Joe Kernen and Becky Quick on CNBC, Squawk Box. A copy of the transcript is attached hereto as Exhibit 3 . Also on October 27, 2025, Tesla updated its website, www.VoteTesla.com. Copies of the updated materials are attached hereto as Exhibit 4 . Further, on October 27, 2025, Elon Musk, Tesla and Tesla Optimus posted on X, copies of which are attached hereto as Exhibit 5 . 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 non-employee 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 1 Tesla Road, Austin TX 78725 October 27, 2025 Dear Fellow Shareholders, As you know, Tesla is at a critical inflection point, and we need your vote to help determine the future direction of our evolving company. Your vote matters, and the deadline for voting is 11:59pm ET on November 5 th . The fundamental question for shareholders at this year’s Annual Meeting is simple: Do you want to retain Elon as Tesla’s CEO and motivate him to drive Tesla to become the leading provider of autonomous solutions and the most valuable company in the world? Kathleen and I engaged in a rigorous, seven-month Special Committee process resulting in a highly customized performance plan that aligns shareholder value and measurable business outcomes with the interests of our CEO. Our goal was two-fold: (1) retain and incentivize Elon to capitalize on the unique opportunities that lie ahead for Tesla and (2) do so in a manner that promotes the development of products and services that will pro

View Full Filing

View this DEFA14A filing on SEC EDGAR