Tesla
At Tesla, no one holds the keys alone. Elon Musk votes 19.8%, the largest block by far, but the real locks are in the rules: a staggered board, directors removable only for cause, and key bylaws that need two-thirds of all votes to change.
Who controls the vote
Share of outstanding stock (one share, one vote) from the ownership table. Excludes 423.7M unearned award shares, which the company secretary votes in proportion to everyone else.
On a small screen, swipe sideways across the painting.
Who holds which key
- Elon Musk19.8% of the vote · CEO · no key alone
No key of their own.
- The board9 directors, 7 independent · staggered terms
- Hire and fire the CEO
- Set executive pay
- Call a special meeting · shareholders cannot
- Vanguardowns 5.3%, votes far less
No key of their own.
- The shareholdersdecide by majority, or by two-thirds
- Elect the board · a third of the board a year
- Remove a director · only for cause
- Approve a merger or sale · with the board
- Amend the charter · two-thirds for key bylaws
From the filing
| Musk's stake | 19.8% | “Includes (i) 413,152,109 shares held of record by the Elon Musk Revocable Trust dated July 22, 2003; and (ii) 286,428,773 shares of restricted stock ... carry voting rights that may be exercised by Mr. Musk.” |
|---|---|---|
| Unearned award shares | Voted in proportion, not by Musk | “until a tranche becomes "Earned Shares," Mr. Musk cannot direct the vote of the shares in that tranche. ... none of the 12 tranches had become Earned Shares” |
| Board | Three classes, staggered | “Tesla's Board currently consists of nine members who are divided into three classes with staggered three-year terms.” |
| Removing a director | Only for cause | “A director may be removed from office by the shareholders of the corporation only for cause. [Bylaws 3.11]” |
| Changing key bylaws | Two-thirds of all votes | “the affirmative vote of the holders of at least 66 2/3% of the total voting power of outstanding voting securities, voting together as a single class, shall be required [Bylaws Art. X]” |
| 2025 attempt to lower that | Got 39.4% | “our 2025 management proposal to eliminate the supermajority voting requirements in our certificate of formation and bylaws received the support of approximately 39.4% of our total outstanding shares entitled to vote” |