Merger discussions described by Tesla CEO Elon Musk are absent from the company’s Dec. 3 shareholder ballot, which instead seeks votes on directors and 2025 executive pay.
The Oct. 19 proxy puts Musk, Tesla board Chair Robyn Denholm and JB Straubel before shareholders for three-year board terms. A separate proposal seeks ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2026. Shareholders are not being asked to decide whether Musk remains CEO.
The executive pay vote is advisory, covers all named executives and does not authorize a new award for Musk. Tesla’s $158.36 billion reported compensation figure for Musk in 2025 is an accounting valuation of stock awards, including one later forfeited.
Of that total, $132.3 billion is the maximum grant-date fair value assigned to a conditional performance award, assuming all its performance requirements are met. The remaining $26.06 billion represents an interim award forfeited in April 2026.
Shareholders approved the performance award on Nov. 6, 2025. Tesla said none of its 12 share tranches had been earned as of its Oct. 19, 2026, proxy. Under Tesla’s defined “total CEO realized compensation” measure, Musk’s 2025 amount was $0.
On SpaceX’s Oct. 20 earnings webcast, Musk described independent board discussions of a possible combination. He said shareholders had requested the discussions, each company had formed a committee of independent directors and his conflict of interest kept him out of their talks. According to Musk, the committees had agreed to no transaction terms.
Tesla’s filing shows an existing financial relationship. The company bought about $2 billion in SpaceX Class A shares on March 12, after its planned xAI investment converted following SpaceX’s acquisition of xAI. Tesla also recorded $143.3 million in 2025 revenue from SpaceX, primarily from vehicle sales.
The performance award includes change-in-control provisions that can affect when shares are earned and vest. Their effect on a possible merger depends on transaction terms that Musk said the committees had not agreed.
Tesla will release third-quarter results after the U.S. market closes Wednesday, Oct. 21, followed by a webcast at 5:30 p.m. ET. The shareholder meeting begins at 4 p.m. ET on Dec. 3, online and at Gigafactory Texas.
