"The first significant decision was the approval of the Amended and Restated 2019 Equity Incentive Plan. In addition to replenishing the equity pool for employee awards, this decision restored the equity framework needed to maintain and execute on Tesla's pay-for-performance philosophy after a single Delaware judge voided the 2018 CEO Performance Award. That ruling, which was recently overturned by an appellate court,"
"The people who actually own the company, both large institutional and retail investors, made it clear that they were no longer willing to let outside consultants dictate how they should vote. Tesla shareholders voted according to what they believed was in their financial interest and would create long-term value. Shareholders Prioritized Long-Term Value, Not Procedural Playbooks The first significant decision was the approval of the Amended and Restated 2019 Equity Incentive Plan."
"Together, these proposal outcomes amounted to a direct and unmistakable rejection of the prominent "against" recommendations issued by ISS and Glass Lewis. Proxy advisors called Tesla's plan excessive and unconventional. Shareholders saw something very different. No salary. No cash bonus. No payout unless extraordinary milestones are reached that would benefit all of Tesla's owners and humanity at large. The message was clear: deliver transformational performance or earn nothing."
Shareholders approved the Amended and Restated 2019 Equity Incentive Plan, replenishing the equity pool for employee awards and restoring the pay-for-performance framework after a Delaware judge voided the 2018 CEO Performance Award. An appellate court recently overturned that voiding, and shareholders had affirmed the substance of the 2018 award on three prior occasions with over 75% support each time. Shareholders delivered overwhelming support for the 2025 CEO Performance Award, which is tied exclusively to long-term value creation. The combined outcomes represented a clear rejection of 'against' recommendations from ISS and Glass Lewis. The plan includes no salary or cash bonus and pays out only upon extraordinary milestones. Even excluding Elon Musk's shares, the proposals passed by over 70%.
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