Tesla, Inc. DEFA14A Filing

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Filing Documents

• tm252289d47_defa14a.htm (DEFA14A) — 31KB
• tm252289d47_defa14aimg001.jpg (GRAPHIC) — 46KB
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• 0001104659-25-105632.txt ( ) — 745KB

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 31, 2025, Elon Musk participated in interviews with the “All-In” podcast and the “Joe Rogan Experience” podcast. Copies of the transcripts of the interviews are attached hereto as Exhibit 1 and Exhibit 2 , respectively. Between October 31, 2025 and November 3, 2025, Tesla, Inc. (“ Tesla ”), Elon Musk and Kimbal Musk posted on X, copies of which are attached hereto as Exhibit 3 . 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 (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 […] Chamath Palihapitiya : Can I ask you a question just to maybe move to a different topic? If you came and did this next week, we will be past the Tesla Board vote. We talked about it last week. And we talked about how crazy ISS and Glass-Lewis is. Elon Musk : Right. Chamath Palihapitiya : We use this one insane example where like Ira Ehrenpreis didn’t get the recommendation from ISS and Glass-Lewis because he didn’t meet the gender requirements, but then Kathleen also didn’t. Elon Musk : It doesn’t make any sense. Chamath Palihapitiya : So, the Board vote is on the 6th. Elon Mus k: It was an African-American woman. They recommended against her, but then also recommended it against Ira Ehrenpreis on the grounds he was insufficiently diverse. So, I’m like, these things don’t make any sense. Chamath Palihapitiya : Yeah. Elon Musk : So, I do think we’ve got a fundamental issue with corporate governance in publicly traded companies where you’ve got about half of the stock market is controlled by passive index funds and most of them outsource their decision to advisory firms and particularly Glass Lewis and ISS. I call them corporate ISIS. So, all they do is basically they’re just terrorists. And they had, they own no stock in any of these companies. David Friedberg : Right. Elon Musk : So I think that this, there’s a fundamental breakdown of fiduciary responsibility here, w

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