Tesla filed its definitive proxy statement with the US Securities and Exchange Commission on 19 October 2026. It sets the company's 2026 annual meeting for 3 December at 15:00 Central Time (22:00 CET), at Gigafactory Texas in Austin and online. Anyone who held shares at the close of business on 13 October can vote.
The ballot is short. It lists three items, all proposed by the board, and no shareholder proposals.
What is on the ballot
| No. | Proposal | Board recommendation |
|---|---|---|
| 1 | Elect three directors to three-year terms: Elon Musk, Robyn Denholm and JB Straubel | For each nominee |
| 2 | Non-binding advisory vote on 2025 executive pay ("say-on-pay") | For |
| 3 | Ratify the independent auditor for 2026 | For |
Denholm, who chairs the board, signs the opening letter and asks shareholders to "vote FOR our re-election". The other six directors are Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Kimbal Musk and Kathleen Wilson-Thompson. None of them is up for election this year.
Where the $158 billion comes from
The proxy's summary compensation table puts Musk's total 2025 compensation at $158,359,009,867. He received no other pay in 2025, so two awards make up the whole figure:
| Award | Value in the table | Status |
|---|---|---|
| 2025 CEO Performance Award, approved by shareholders on 6 November 2025 | $132.30 billion (maximum, if every milestone is met) | No tranche earned yet |
| 2025 CEO Interim Award | $26.06 billion | Forfeited in full in April 2026 |
Both numbers are grant-date accounting values, not cash, and Tesla itself calls the total "accounting-driven". The performance award is split into 12 equal tranches. Each tranche needs a market-capitalisation milestone plus one of 12 operational milestones, which are either product goals or adjusted EBITDA. Until the shares are earned, they vote in proportion to all other shares.
The median Tesla employee earned $62,786 in 2025, which puts the reported pay ratio at 2,522,203 to 1. Measured by what Musk actually realised in 2025, the proxy puts it at 0.00 to 1. The interim award was forfeited in April, the month the board implemented his restored 2018 package.
The vote cannot undo the award
Some headlines say the trillion-dollar plan is "back on the ballot". It is not, in any binding sense. Proposal Two is advisory, and the proxy says it is "not binding on the Company, the Compensation Committee or the Board". If a significant share of votes goes against it, the compensation committee will "evaluate whether any actions are necessary". Last year's say-on-pay vote passed with about 78.2% of the shares present and entitled to vote, on a turnout of about 74%.
Retail auto-voting starts after this meeting
The voluntary retail voting programme the SEC cleared on 29 September makes its debut with this proxy, but it will not count in this vote. Retail holders who vote for 3 December on electronic platforms such as Say by Robinhood will be offered enrolment afterwards. The standing instruction covers future meetings, "not the 2026 Annual Meeting".
What European holders should know
Most European retail investors hold Tesla through a broker, so their notice and voting instructions come from that intermediary rather than from Tesla.
The best-known European dissenter is Norway's sovereign wealth fund. It was Tesla's seventh-largest shareholder, with a 1.12% stake, when it said on 4 November 2025 that it would vote against the 2025 award, citing its size, dilution and key-person risk. How the fund votes on Musk's and Denholm's seats is the next European signal to watch. Shareholder proposals for the 2027 meeting must reach Tesla by 21 June 2027.