This proposal asks Tesla's board to authorize an investment in xAI, a company owned and led by Elon Musk — Tesla's own CEO — creating a textbook conflict of interest: shareholders would be approving their company investing in another company run by the same person who controls Tesla's strategy and capital allocation. The filer is an individual shareholder with no track record as a governance activist, and the proposal imposes no financial discipline, performance threshold, or independent valuation requirement on the investment, making it an open-ended mandate that could benefit the CEO personally at the expense of Tesla shareholders. The board itself makes no recommendation, which is an unusual signal of discomfort rather than endorsement, and the proposal does not meet the high bar required for an operational ask to receive support — it does not clearly and demonstrably benefit shareholders.

Tulipshare is an ESG-focused advocacy filer whose proposals are framed as fiduciary risk management but in practice advance progressive social and political goals — including tying executive pay to diversity metrics and UN human rights frameworks — that go beyond what a neutral fiduciary investor would require. Under the voting policy's symmetry rule, ideological motivation from either direction disqualifies a proposal, and this proposal's supporting statement focuses heavily on reputational and advocacy concerns rather than demonstrated financial materiality. The proposal is voted AGAINST regardless of the surface-level governance framing.

The NCPPR is a conservative political advocacy organization, not a neutral fiduciary investor; the voting policy requires voting AGAINST proposals from ideological filers regardless of how the proposal is framed on the surface. While child labor in supply chains is a genuine and material issue for EV manufacturers using cobalt, this proposal coming from the NCPPR is motivated by political advocacy goals rather than shareholder value — the NCPPR routinely files proposals across companies as part of a conservative counter-ESG campaign. A neutral fiduciary investor concerned about supply chain labor risk would engage through different channels, and Tesla's existing cobalt sourcing disclosures and audit programs are substantive, further reducing the marginal value of this specific ask.

The filers — the New York State and New York City pension systems — are among the most credible institutional pension investors in the U.S. market, with a long track record of governance-focused shareholder advocacy; this is exactly the type of filer whose proposals deserve serious weight. The proposal addresses a genuine and serious governance concern: Tesla's board adopted a 3% ownership threshold for derivative lawsuits — the legal mechanism shareholders use to hold directors accountable for breaches of fiduciary duty — literally the day after Texas law was changed to allow it, with no shareholder vote, effectively insulating the board and officers from accountability to all but the very largest shareholders. Removing this threshold is a straightforward governance improvement that restores a fundamental shareholder right, and the board's own history — including the Musk compensation litigation that ultimately returned $345 million to Tesla — demonstrates exactly why derivative suits matter to ordinary shareholders.

Director Elections

Broker non-votes: 302.5M

Other Proposals