Tesla's board asks shareholders to re-elect Elon, Denholm and Straubel

Tesla's board has sent shareholders a new letter asking them to re-elect Elon, board chair Robyn Denholm and co-founder JB Straubel at the Dec. 3 annual meeting. The letter went out on Oct. 29 and was filed the same day as additional proxy material with the SEC, alongside an update to the company's voting site, VoteTesla.com. It asks investors to vote for all proposals on the ballot, "most importantly" the three Class I directors.

The ballot is short. The definitive proxy statement lists three items: electing the Class I directors to three-year terms, a non-binding advisory vote on 2025 executive pay, and ratifying PricewaterhouseCoopers as auditor for 2026. Each director needs a majority of the shares present or represented by proxy, and brokers cannot vote uninstructed shares on that item. Shareholders of record as of Oct. 13 can vote. The meeting starts at 3 p.m. Central, online and in person for a limited number of holders at Gigafactory Texas, and Tesla has hired Innisfree M&A to help solicit proxies.

The letter builds its case on results and on the projects ahead. It says FSD (Supervised) has 1.74 million paid customers worldwide, with an attach rate of about 75% on new North American deliveries as of the third quarter. It also cites trailing twelve-month revenue above $100 billion, more than 10 million vehicles delivered, the Semi factory in Nevada, an Optimus production line in Fremont, the Terafab chip project in Texas and the Next Gen Roadster shown this month. Robotaxi, Cybercab and Optimus are named as the next phase of growth.

TeslaNorth, which covered the filing, notes that retail shareholders have been pressing the board this fall to move faster on a possible SpaceX combination, though the Dec. 3 ballot has no merger item. Tesla and SpaceX boards formed special committees earlier this month to study a deal, with no decision announced.

Key facts

• The board's letter is dated Oct. 29 and filed as a DEFA14A (SEC).
• Elon, Denholm and Straubel are the three Class I nominees, each for a three-year term (proxy statement).
• The other two items are a say-on-pay vote on 2025 pay and PwC ratification (proxy statement).
• The letter cites 1.74 million paid FSD (Supervised) customers and a roughly 75% North American attach rate in Q3 (letter).

How to read it

Letters like this are a normal part of a proxy campaign, and Tesla sent an earlier one on Oct. 19. Nothing on the ballot changes the company's structure. The figures in the letter are Tesla's own and were not audited for this filing. The vote count will be the thing to watch on Dec. 3.

Independence

Beam42 wrote this note from Tesla's SEC filings and its shareholder letter, with independent reporting from TeslaNorth. It is not a company release.