Tesla Files 2025 Proxy Statement

TL;DR

Tesla's 2025 proxy statement is out, shareholders vote soon.

AI Summary

Tesla, Inc. filed a Definitive Proxy Statement (DEFA14A) on September 29, 2025, related to its 2025 Annual Meeting. The filing includes a letter sent to shareholders on the same date, outlining key matters for the meeting. Tesla, Inc. is incorporated in Texas and headquartered in Austin.

Why It Matters

This filing provides shareholders with essential information and voting materials for the upcoming annual meeting, allowing them to participate in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual shareholder meeting, not indicating immediate financial or operational risks.

Key Players & Entities

• Tesla, Inc. (company) — Registrant
• 2025 (date) — Annual Meeting Year
• September 29, 2025 (date) — Filing and Letter Date
• Austin, TX (location) — Company Headquarters

FAQ

From the Filing

0001104659-25-094562.txt : 20250929 0001104659-25-094562.hdr.sgml : 20250929 20250929170107 ACCESSION NUMBER: 0001104659-25-094562 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 20250929 DATE AS OF CHANGE: 20250929 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: 251357091 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 tm252289d25_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 x 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 x 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): 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 29, 2025, Tesla, Inc. (“ Tesla ”) sent the below letter to its shareholders in connection with the 2025 Annual Meeting of Shareholders (the “ 2025 Annual Meeting ”). Also on September 29, 2025, Tesla updated its website, VoteTesla.com. A copy of the updated materials can be found below . A transcript of the video is below: 2025 CEO Performance Award [Footnote: Subject to the details contained in our SEC filings] The Award creates a path for Elon to secure voting rights, and would retain him as a leader of the company for years to come. 2025 CEO Performance Award includes 12 share tranches over a 10-year period Generally, Elon only earns the ability to vote the shares in each tranche when he achieves a Market Capitalization Milestone and an Operational Milestone [Footnote: Elon must remain in continuous service through the applicable 7.5- or 10-year vesting period to receive the economic rights associated with any shares over which he has earned the ability to vote] 12 Market Capitalization Milestones ~$1T – Today’s Market Cap $2.0T $2.5T $3.0T $3.5T $4.0T $4.5T $5.0T $5.5T $6.0T $6.5T $7.5T $8.5T [Footnote: $1T represents Tesla’s approximate market capitalization as of September 3, 2025] $8.5T = 2x Nvidia Market Capitalization [Footnote: NVIDIA benchmark for $8.5T Market Capitalization is based off the NVIDIA market capitalization as of August 29, 2025] 12 Operational Milestones 20 million Tesla vehicles delivered 10 million active FSD subscriptions 1 million bots delivered 1 million Robotaxis in commercial operations $50 billion of Adjusted EBITDA $80 billion of Adjusted EBITDA $130 billion of Adjusted EBITDA $210 billion of Adjusted EBITDA $300 billion of Adjusted EBITDA $400 billion of Adjusted EBITDA $400 billion of Adjusted EBITDA (over four separate consecutive quarters) $400 billion of Adjusted EBITDA (over four separate consecutive quarters) [Footnote: Tesla must earn $400 billion of Adjusted EBITDA over three separate nonoverlapping periods each consisting of four consecutive fiscal quarters] Each operational milestone can only sati