Tesla’s Annual Shareholders Meeting: Musk’s Pay Plan and High‑Stakes Votes

Tesla shareholders meeting: Elon Musk’s pay plan, board votes, and a possible xAI investment were the headlines from the November 6 meeting.

Quick summary — what investors, founders, and techies need to know

Tesla (Te si la 特斯拉) held its annual shareholders meeting on November 6 local time (early morning Beijing time on November 7).

The meeting focused on Elon Musk’s (Ma Sike 马斯克) multi‑tranche compensation plan, board re‑elections tied to that plan, and a proposal that would let Tesla invest in Musk’s AI start‑up, xAI (xAI xAI).

Note on currency conversions: all USD→RMB conversions below use an exchange rate of 1 USD = ¥7.30 RMB for clarity and consistency.

Company size and context — scale matters

At the time of the meeting, Tesla (Te si la 特斯拉) was described as a roughly $1.5 trillion USD (≈ ¥10.95 trillion RMB) company.

Main question: Will Musk’s compensation plan pass?

The centerpiece was a multi‑tranche pay plan disclosed by Tesla in September 2025.

The plan ties compensation to a series of 12 operational targets.

For each target achieved, Musk would receive stock equal to roughly 1% of Tesla’s market value at the time.

If all 12 tranches vested, the plan would transfer about 12% of Tesla’s shares to Musk.

• One tranche, at Tesla’s then market cap (≈ $1.5 trillion USD), would be about $15.0 billion USD (≈ ¥109.5 billion RMB).
• If all 12 tranches vested, the total transfer would be on the order of $180 billion USD (≈ ¥1.31 trillion RMB).
• The plan embeds aspirational valuation goals including an eventual target of $8.5 trillion USD (≈ ¥62.05 trillion RMB).
• The near‑term gating requires Tesla to hit a $2.0 trillion USD (≈ ¥14.60 trillion RMB) threshold before other portions could vest.
• The plan also requires Tesla’s adjusted earnings to increase to a target of $400 billion USD (≈ ¥2.92 trillion RMB).

Because the proposed payouts are so large, the plan split investors quickly.

Retail supporters voiced approval online.

Several large institutional investors publicly opposed the plan.

Which institutional investors opposed the plan?

Coverage highlighted several big names that criticized the proposal.

• Norwegian Government Pension Fund (NBIM) — Nuowei Zhuquan Caifu Jijin (挪威主权财富基金) said it would vote against the plan.
• NBIM held about 1.12% of Tesla at the time, a stake worth roughly $16.8 billion USD (≈ ¥122.6 billion RMB) given the company’s market cap.
• CalPERS — Jiazhou Gongwuyuan Tuixiu Jijin (加州公务员退休基金) criticized the proposal as far larger than comparable CEO packages.
• CalPERS’ reported Tesla holdings were approximately $2.34 billion USD (≈ ¥17.10 billion RMB).
• A coalition of major public pension funds urged shareholders to reject the plan and remove directors involved in crafting it.

Despite institutional criticism, prediction markets and some outlets signaled a high probability of passage.

One prediction site cited showed roughly a 96% chance the measure would pass.

Second key vote: Board members tied to the plan

Several directors involved in designing or approving the package faced re‑election votes.

Names highlighted included investor and venture capitalist Ira Ehrenpreis (Ai la Ai lun pei si 艾拉·埃伦普莱斯), audit committee member Joseph Gebbia (Jose fu Ge bi ya 约瑟夫·格比亚), and HR/governance professional Katherine Wilson‑Thompson (Katherine Wilson‑Thompson 凯瑟琳·威尔逊‑汤普森).

Those directors and other independent members were expected to win re‑election despite scrutiny.

Earlier in the year some Tesla directors, including chair Robyn Denholm (Denholm 丹霍姆) and James Murdoch, had been ordered to return about $919 million USD (≈ ¥6.71 billion RMB) as part of a settlement alleging excessive director compensation for 2017–2020.

Third item: Could Tesla invest in xAI?

A less prominent but strategically important item was a proposal allowing Tesla to invest in xAI (xAI xAI).

xAI was founded in 2023 and had been raising a large financing round.

• xAI’s reported new‑round target: $20.0 billion USD (≈ ¥146.0 billion RMB).
• NVIDIA (Yingweida 英伟达) was cited as committing up to $2.0 billion USD (≈ ¥14.6 billion RMB) in equity for that round.

xAI’s conversational assistant Grok was already integrated into some Tesla vehicles as an in‑car assistant.

That integration prompted questions about whether Tesla and xAI would formalize ties through an equity investment or a merger.

Musk commented that a merger was “not being considered,” while an investment could be possible and would require board and shareholder approval.

The Tesla board did not provide a recommendation on the xAI vote ahead of the meeting.

What investors and observers were watching — practical takeaways

Key themes that mattered to markets and governance watchers were clear.

• Shareholder rights and dilution — whether a massive equity transfer would set precedent for pay‑for‑performance in mega‑cap tech.
• Board accountability — whether directors tied to the pay design would retain influence after scrutiny and legal settlements.
• Corporate boundaries — whether capital ties between Tesla and Musk’s other ventures would be formalized, and what that would mean for conflict‑of‑interest governance.
• Market signal — short‑term price moves after the vote were treated as a barometer for retail and institutional sentiment.

Bottom line — why this meeting mattered

The November 6 meeting crystallized a broader debate about pay‑for‑performance thresholds, shareholder dilution, director accountability, and the governance boundaries between Musk’s companies.

Musk’s compensation plan tied to aggressive valuation and operating targets sharpened the tradeoffs investors must weigh between concentrated founder power and market incentives.

For investors, founders, and tech operators, the meeting was a reminder that corporate governance debates scale with company size — and with the amount of stock on the table.

References

• Tesla, Big Night at the Shareholders Meeting – Securities Times
• Tesla shareholder meeting coverage – Reuters
• Elon Musk pay plan and shareholder votes – Bloomberg

Tesla shareholders meeting