9 Charts on the Tesla Shareholder Meeting

By now, you know that Tesla TSLA shareholders approved CEO Elon Musk’s potential trillion-dollar pay deal at the company’s shareholder meeting last week. Less talked about is the level of dissent concerning executive pay at the firm. As the chart below shows, at least 20% of shareholders opposed Tesla’s approach to compensation in five different votes at the last two shareholder meetings. Average dissent for similar votes at US companies is only around 10%.

It’s a sign that shareholders still have questions for Tesla’s management and board about the company’s governance. And it’s not the only one.

Voting results from the Nov. 6 meeting show doubts over director appointments and shareholder rights at Tesla from a significant portion of its shareholder base—often a majority of shareholders not named Musk.

The adjusted support data above shows our best estimate of what the voting result would be if we only count votes by independent shareholders—that is, excluding shareholdings by Elon Musk, his brother Kimbal, and the other Tesla board members. We understand these holdings to total around 13% (net of shares pledged as collateral against personal debts), based on disclosures in the company’s proxy statements.

Strong Participation from Individual Shareholders

But before getting into those issues, it’s worth acknowledging that voting turnout at Tesla continues to benefit from the company’s efforts to engage its large base of individual shareholders.

An example of this is the sharp increase in additional proxy materials posted by the company in the runup to its shareholder meetings in the last two years (shown on the chart above). These are communications by Musk, Tesla management, and other board members to rally shareholder support for the board’s recommendations.

The 2025 shareholder meeting saw an average 73% of the company’s outstanding shares being voted. That’s well up from a low of 59% in 2021, a few months after the company joined the S&P 500 Index for the first time. Tesla’s vote participation rate is now broadly in line with an average of 74% for the top 10 US public companies by market cap.

With critical votes on pay and governance on the ballot at the 2024 shareholder meeting, Tesla put significant effort into rallying its individual shareholders to cast their votes. A recent report from Broadridge shows that retail shareholders are consistently more likely to support management at shareholder meetings than institutional shareholders.

The effort paid off. The number of “broker non-votes” reported at Tesla’s shareholder meeting fell to 12% of total votes this year, compared with 15% in 2024 and 27% in 2023. That suggests the company is still benefitting from its efforts to engage individual shareholders. Broker non-votes represent shareholdings held in brokerage accounts by individuals who have not submitted voting instructions for non-routine items at shareholder meetings, like director elections, say-on-pay votes, and shareholder proposals.

Coming at a time when other company boards are actively considering casting votes on individual shareholders’ behalf, it is encouraging to see individual shareholders engage meaningfully with the process of shareholder democracy in this way. However, Tesla still has plenty of issues to iron out with its broader shareholder base.

25% of Tesla Shareholders Vote Against Directors

Firstly, a sizeable cohort of Tesla’s shareholder base has consistently voted against director elections at the company since 2021. This year was no exception.

Tesla has a classified board, so directors are elected in groups of two or three every three years. Although this can make underlying trends harder to assess, it’s clear that independent shareholder support for directors other than the CEO has been consistently well below the US average, as shown above.

This year, directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson were up for election. Support for all three was well below average, as shown below. Ehrenpreis and Wilson-Thompson (both members of Tesla’s compensation committee) were rejected by more than 25% of Tesla’s independent shareholders, after experiencing similar dissent in 2022.

Shareholders who voted against them expressed a desire to see a declassified board. They also cited concerns over board independence, given the directors’ long tenures and perceived failures to implement decisions passed by a majority of shareholders.

Shareholders Call for Stronger Rights

The results of those director election votes are part of a wider conversation over shareholder rights at Tesla.

As shown in the chart above, several proposals over the years have sought to take actions to bolster shareholder rights. The proposals suggest reducing director terms from the current three years and allowing votes to pass by simple majority vote instead of the supermajority requirements for some topics.

This year, a number of shareholders also registered concerns over the adoption of bylaws reflecting the Texas Business Organizations Code, following the company’s decision to move to the state last year.

Roughly half of Tesla shareholders (49%, or 62% of its independent shareholders) supported a proposal to require a shareholder vote before adopting Texas’ more stringent approach to shareholder resolutions. Meanwhile 25% of shareholders (30% of independent shareholders) supported a shareholder resolution requesting the repeal of a newly imposed 3% ownership limit for shareholder derivative lawsuits under the TBOC.

In all, though Tesla seems to have got its way regarding Musk’s pay and control of the company, it looks like many of its institutional shareholders still find plenty to disagree on.