Tesla Files Proxy Statement, Chair Interviewed by NYT

TL;DR

Tesla's proxy statement is out, Chair Denholm chatted with the NYT. Watch for details.

AI Summary

Tesla, Inc. filed a Definitive Proxy Statement (DEFA14A) on September 15, 2025. The filing indicates that on September 12, 2025, Robyn Denholm, Chair of the Board, participated in an interview with The New York Times. This proxy statement is filed under Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

This filing provides shareholders with important information regarding company governance and potential discussions that could influence investor sentiment or future strategic decisions.

Risk Assessment

Risk Level: low — The filing is a standard proxy statement and does not contain immediate, significant financial or operational risks.

Key Players & Entities

• Tesla, Inc. (company) — Registrant
• Robyn Denholm (person) — Chair of the Board of Directors
• The New York Times (company) — Interviewee

FAQ

From the Filing

0001104659-25-090043.txt : 20250915 0001104659-25-090043.hdr.sgml : 20250915 20250915164528 ACCESSION NUMBER: 0001104659-25-090043 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250915 DATE AS OF CHANGE: 20250915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesla, Inc. CENTRAL INDEX KEY: 0001318605 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] ORGANIZATION NAME: 04 Manufacturing EIN: 912197729 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34756 FILM NUMBER: 251314838 BUSINESS ADDRESS: STREET 1: 1 TESLA ROAD CITY: AUSTIN STATE: TX ZIP: 78725 BUSINESS PHONE: 512-516-8177 MAIL ADDRESS: STREET 1: 1 TESLA ROAD CITY: AUSTIN STATE: TX ZIP: 78725 FORMER COMPANY: FORMER CONFORMED NAME: TESLA MOTORS INC DATE OF NAME CHANGE: 20050222 DEFA14A 1 tm2525295d4_defa14a.htm DEFA14A 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 x 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): x 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 September 12, 2025, Robyn Denholm, Chair of the Board of Directors of Tesla, Inc. (“ Tesla ”), participated in an interview with each of the New York Times, the Wall Street Journal and the Financial Times. Copies of the articles are below. Tesla Board Chair Defends Elon Musk’s Enormous Pay Proposal Robyn Denholm, normally media shy, is campaigning to get shareholders to back the chief executive’s trillion-dollar compensation package. New York Times By Jack Ewing 12 September 2025 Most executives who presided over sinking sales and profit and a new product that tanked would be looking for a new job. Elon Musk, the chief executive of Tesla, could instead receive the largest compensation package in corporate history. On Friday, the chair of Tesla’s board of directors defended the trillion-dollar compensation plan for Mr. Musk that the carmaker unveiled in a regulatory filing last week. In an hourlong interview with The New York Times, the chair, Robyn Denholm, said Mr. Musk was capable of delivering world-changing technology if driven by seemingly impossible goals. “Putting together any compensation plan, you need to look at what motivates the individual that you’re trying to motivate,” Ms. Denholm said at Tesla’s engineering headquarters in Palo Alto, Calif. “And for Elon, it’s doing things that no one else has done before.” Ms. Denholm, who has given few interviews in her 11 years on the Tesla board, has become the main spokeswoman for a campaign to convince the company’s investors that Mr. Musk should be given shares that would be worth almost $1 trillion if he achieved a series of moonshot objectives. Shareholders will vote on the package at an annual meeting in November. In effect, Tesla’s board is arguing that Mr. Musk is a unique human being who responds only to otherworldly challenges matched by otherworldly compensation. In the filing, the board said benchmarking Mr. Musk’s pay package against the compensation of other executives, as is customary, would be irrelevant. Ms. Denholm, occasionally appearing ill at ease, referred to Mr. M