The vote could redefine the world’s most valuable carmaker — and the future of Elon Musk’s control over it.
SAN FRANCISCO (November 6, Market Insider) — Tesla (TSLA.O) shareholders are set to cast one of the most consequential votes in corporate history on Thursday — deciding whether CEO Elon Musk should receive an eye-watering $878 billion pay package, potentially the largest in business history.
But the payday vote is only part of a broader shareholder showdown that could reshape Tesla’s governance, expand its AI ambitions, and redefine how much power Musk personally wields over the $1.5 trillion automaker.
The results will be announced at Tesla’s annual general meeting in Austin, Texas, on Thursday afternoon.
The $878 Billion Question
The proposed pay package would allow Musk to earn up to 304 million Tesla shares if he hits an aggressive list of milestones — including:
- Delivering 20 million vehicles within a decade,
- Deploying 1 million robotaxis, and
- Achieving a market valuation between $2 trillion and $8.5 trillion.
If approved, the deal would cement Musk’s status as the highest-paid CEO in history, more than 10 times larger than any previous executive award.
Supporters — including Tesla’s board and retail investors — argue the plan is “pay for performance” at an unprecedented scale. They say if Musk delivers, all shareholders win.
However, opposition is mounting. Norway’s $1.6 trillion sovereign wealth fund, along with proxy advisors ISS and Glass Lewis, have urged investors to reject the deal, calling it “excessive and unjustified.”
Tesla’s board has warned that Musk could walk away from the company if the package fails. He controls roughly 15% of Tesla’s shares, which he can vote this time since the company’s incorporation has moved from Delaware to Texas.
Meanwhile, Musk’s previous 2018 compensation plan is still tangled in a Delaware court dispute. Shareholders will also vote on whether Musk should be eligible for a replacement package if that ruling ultimately voids the old one.
The xAI Investment Proposal
Another hot-button item: whether Tesla should invest in Musk’s artificial intelligence startup, xAI.
Musk has publicly argued that Tesla should back xAI to bolster its own machine-learning ecosystem. But the board has not endorsed the plan, and critics warn it could intensify conflicts of interest across Musk’s growing empire — which also includes SpaceX and X (formerly Twitter).
The vote will test whether investors believe closer integration with xAI enhances Tesla’s AI and robotics ambitions, or blurs corporate boundaries even further.
Supermajority Rule and Musk’s Power
Shareholders will also decide whether to eliminate Tesla’s supermajority voting rule — a move that would make it easier to pass corporate resolutions with a simple majority rather than two-thirds approval.
Tesla has tried and failed three times (in 2019, 2021, and 2022) to drop the rule. If passed this time, it could streamline governance, but also consolidate Musk’s influence over board decisions.
The Push for Political Neutrality
In a final proposal, investors will vote on a measure calling for Tesla to adopt a formal political neutrality policy — prohibiting partisan activity and assigning oversight to a dedicated board committee.
Tesla’s directors oppose the plan, arguing that existing governance already ensures transparency and accountability.
Still, the proposal underscores shareholder unease with Musk’s outspoken behavior and his high-profile embrace of former President Donald Trump, which some analysts say risks alienating U.S. car buyers.
The Bigger Picture
Thursday’s meeting marks a defining moment for Tesla as it straddles the line between auto pioneer and tech conglomerate.
A “yes” vote would reaffirm Musk’s vision of Tesla as an AI-driven robotics powerhouse, while a rejection could ignite corporate turmoil and unsettle investors who see Musk as central to Tesla’s trillion-dollar trajectory.
“This vote isn’t just about pay,” one analyst told Market Insider. “It’s about who really controls Tesla — the board, the shareholders, or Elon Musk himself.”
Either way, the outcome in Austin could reshape corporate governance across Silicon Valley — and redefine what’s possible in executive compensation worldwide.
