The Future of Tesla Is in Your Hands
We are at a pivotal juncture in Tesla’s history, and the proposals the Special Committee has carefully designed and the Board has put forward will help determine Tesla’s future. If you believe, like us, that Elon is the CEO that can make our ambitious vision a reality, vote NOW.
Tesla will hold its 2025 Annual Meeting of Shareholders on November 6, 2025, and we are asking shareholders to VOTE in line with the Board’s recommendations on ALL proposals.
Don’t wait until the 2025 Annual Meeting to show your support for Tesla – the future is in your hands!
The Future of Tesla Is in Your Hands
We are at a pivotal juncture in Tesla’s history, and the proposals the Special Committee has carefully designed and the Board has put forward will help determine Tesla’s future. If you believe, like us, that Elon is the CEO that can make our ambitious vision a reality, vote NOW.
Tesla will hold its 2025 Annual Meeting of Shareholders on November 6, 2025, and we are asking shareholders to VOTE in line with the Board’s recommendations on ALL proposals.
Don’t wait until the 2025 Annual Meeting to show your support for Tesla – the future is in your hands!
2025 Is a Critical Inflection Point for Tesla
We believe Tesla is on the precipice of another massive wave of transformational growth, as demonstrated by the unveiling of our Master Plan Part IV, which outlined a long-term vision to create Sustainable Abundance for all. But, to support this vision and the ambitious goals associated with our proposed 2025 CEO Performance Award, and the upside they are expected to deliver to shareholders, we must retain and incentivize Elon Musk and maintain a strong corporate governance structure that will enable us to continue our exceptional performance. Elon is a generational leader, and, under his visionary leadership, we have the potential to become the most valuable company in history, and, in return, create unprecedented value for our shareholders.1 Your vote is an important part of making this vision a reality.
Your Vote is Important
VoteThree Proposals Critical for the Future of Tesla
Proposal Four
2025 CEO Performance Award
A pay-for-performance CEO compensation award that is 100% aligned with shareholders. One that is designed to keep Elon’s time, energy and considerable talents focused on Tesla for years to come and create jaw-dropping value for our shareholders.
The Path to Creating Approximately $7.5 Trillion2 for Shareholders
Proposal Three
Amended & Restated 2019 Equity Incentive Plan
Equity is the cornerstone of Tesla’s compensation philosophy. It is essential that we maintain sufficient equity reserves and maximum flexibility to attract, retain and motivate the best talent in the world—especially as Tesla faces an intensifying AI talent war. In addition, we believe we need a framework that allows us to honor the deal we made with Elon and the extraordinary value he created for Tesla shareholders under the 2018 CEO Performance Award.
Replenish the General Share Reserve with an Additional 60 Million Shares
To ensure the Board has sufficient equity to continue granting awards over the next few years to Tesla’s current and future employees.
Create a Special Share Reserve with Nearly 208 Million Shares
Provides the Board flexibility to decide in the future how to address the uncertainty around the 2018 CEO Performance Award caused by the ongoing Tornetta litigation without the need for any further shareholder votes.
Election of Directors
Tesla has seen phenomenal progress and value creation under the leadership of this Board, and we are just getting started. The Class III Directors up for re-election this year include three extremely talented and experienced individuals critical to Tesla’s continued growth and success.
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Ira Ehrenpreis
39,140% TSR4
overseen since Ira joined the Board
Ira Ehrenpreis has tirelessly served as a fortifying leader and mentor, helping steer Tesla through previous phases of exceptional growth and challenge, while leading Tesla’s implementation of a governance framework designed for success—something we know he is best positioned to do in this next phase of growth.
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Joe Gebbia
62% TSR5
overseen since Joe joined the Board
Joe Gebbia is a visionary tech founder, leading Airbnb—one of the most successful tech companies—from startup to public company, making it a household name with worldwide operations.
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Kathleen
Wilson-Thompson2,010% TSR6
overseen since Kathleen joined the Board
Kathleen Wilson-Thompson has brought her decades of world-class public-company executive experience, including as an HR professional, to the forefront of our most challenging governance matters over the past two years—serving on both this year’s special committee and last year’s special committee—making her a vital voice as we navigate new challenges and opportunities.
In the Words of Industry Analysts, Reporters, Experts and Luminaries
“The most important takeaway for us is how having Elon Musk committed to Tesla for the long term is critical for attracting and retaining the world class AI and robotics talent needed to execute Master Plan 4. This is even more important as several other multi-trillion-$ firms and startups compete for the same talent.” (Morgan Stanley, September 16, 2025)
Adam Jonas
Morgan Stanley Managing Director, Head of Global Auto & Shared Mobility Research
“[The 2025 CEO Performance Award] could be worth more than $1 trillion if – and only if – [Tesla] achieves eye-opening milestones that would make it one of the most valuable in history … The deal is the most honest attempt at pay-for-performance by any company out there.” (The New York Times “DealBook” Newsletter, September 5, 2025)
Andrew Ross Sorkin
Co-Anchor of CNBC’s “Squawk Box” and The New York Times Editor-at-Large
“Tesla shareholders including employees stand to benefit if Mr. Musk achieves the incentive package’s milestones. Society would also profit from Tesla innovations that improve living standards.” (The Wall Street Journal, September 17, 2025)
WSJ Editorial Board
“Tesla’s new incentive plan for Elon Musk signals he is here to stay and win. If he can pull off the long-term goal of an $8.5 trillion market cap company, this would be an incredible achievement and aligned with shareholders.” (William Blair, September 5, 2025)
Jed Dorsheimer
William Blair Analyst and Group Head of Energy and Sustainability
“[Elon] is our Einstein.” (CNBC; “Squawk Box,” January 22, 2025)
Jamie Dimon
Chairman and CEO of JPMorgan Chase
“Optimus is, I think, going to be the greatest product in the history of humanity.” (All-In Summit, September 9, 2025)
Jason Calacanis
Co-host of the “All-In Podcast”
“Elon Musk has always talked about wanting Tesla to be the most valuable company in the world. This is a pay package that incentivizes him to get there. And if he gets there, shareholders will also get there.” (Bloomberg TV; “Bloomberg Technology,” September 5, 2025)
Dana Hull
Bloomberg Business Reporter
“The pay package is more than a comp plan. It is a roadmap to where Tesla under Musk wants to go for the next decade with incentives to reach increasingly harder and harder heights.” (The Wall Street Journal, September 5, 2025)
Tim Higgins
Wall Street Journal Business Columnist
[1] Note: Based on market capitalization milestones compared to publicly traded companies as of the date of the definitive proxy statement.
[2] Note: Based on the difference between $8.5 trillion, the highest market capitalization milestone in the Award, and Tesla’s market capitalization of approximately $1 trillion on September 3, 2025.
[3] Note: Based on market capitalization milestones compared to publicly traded companies as of the date of the definitive proxy statement.
[4] Note: Total Shareholder Return (TSR) calculated from June 29, 2010 (Tesla’s IPO price per share) through close of business on September 30, 2025, based on Tesla, Inc. (TSLA) share price performance and reinvested dividends over the period.
[5] Note: Total Shareholder Return (TSR) calculated from September 23, 2022 (last trading day prior to September 25, 2022) through close of business on September 30, 2025, based on Tesla, Inc. (TSLA) share price performance and reinvested dividends over the period.
[6] Note: Total Shareholder Return (TSR) calculated from December 27, 2018 through close of business on September 30, 2025, based on Tesla, Inc. (TSLA) share price performance and reinvested dividends over the period.
Important Notice
Tesla, Inc. (“Tesla”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for Tesla’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). The Definitive Proxy Statement contains important information about the matters to be voted on at the 2025 Annual Meeting. SHAREHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING. Shareholders are able to obtain free copies of these documents, and other documents filed with the SEC by Tesla, through the website maintained by the SEC at www.sec.gov. In addition, shareholders are able to obtain free copies of these documents from Tesla by contacting Tesla’s Investor Relations by e-mail at [email protected], or by going to Tesla’s Investor Relations page on its website at ir.tesla.com.
Tesla, its directors (Elon Musk, Robyn Denholm, Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Kimbal Musk, JB Straubel and Kathleen Wilson-Thompson), and certain of its executive officers (Vaibhav Taneja and Tom Zhu) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Tesla’s shareholders in connection with the matters to be considered at the 2025 Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections titled “Executive Compensation for Fiscal Year 2024” and “Compensation of Directors” in the Definitive Proxy Statement commencing on pages 130 and 152, respectively, and is available here. Information regarding the participants’ holdings of Tesla’s securities can be found in the section titled “Ownership of Securities” in the Definitive Proxy Statement commencing on page 160 and is available here.
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