Technology

I fucking hate this guy got off the hook. He fell out of the media so fast it makes me sick to think how complete the ruling class's power is.

I learned some advisors at firms who usually follow Glass Lewis recommendations are taking unusual steps to request investor input specifically on Tesla. Apparently enough passive investors are dissatisfied enough to want a direct say on Tesla.

It was interesting to learn about shareholder voting.

• Apparently, shareholders get a non-binding vote on executive pay due to say-on-pay legislation.
• The SEC carries juicy documents on shareholder voting proposals & letters to shareholders by other shareholders urging them how to vote.

Voting proposals from shareholders & their letters reveal great dissatisfaction with Tesla.

Major shareholders (investment groups, pension managers, state treasurers & comptrollers) wrote a scathing letter urging other shareholders to vote against directors up for re-election & to vote against proposals the company favors.

We write urging you to oppose the reelection of Directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson (Proposal 1), the Amended and Restated 2019 Equity Incentive Plan (Proposal 3), and the 2025 CEO Performance Award (Proposal 4) at Tesla’s Annual Meeting on November 6, 2025.

Since the last annual meeting, we have unfortunately witnessed both the erratic performance of Tesla, Inc. (the “Company” or “Tesla”) and the Board’s failure to provide meaningful real-time oversight of management. The Board’s relentless pursuit of retaining its CEO seems to have harmed the Company’s reputation, led to extraordinarily high levels of executive compensation, and delayed progress on meeting key goals like full self-driving (FSD). The Board, a majority of which is made up of directors with close ties to the CEO, now asks for Tesla shareholders to approve a series of proposals that grant it broad discretion to execute an estimated $1 trillion pay package, as well as grant awards through a new reserve created specifically for Elon Musk. These pay packages provide so much discretion to Tesla’s Board that shareholders cannot be confident of impartial treatment. In summary, there is an urgent need to address these issues to preserve long-term shareholder value for all Tesla shareholders, which we believe justifies voting against all directors up for election this year, as well as the Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Equity Plan”) and the 2025 CEO Performance Award (the “2025 Performance Award”). We believe that approval of these items is not in the economic or financial interest of Tesla shareholders for the reasons set out below.

Their clarifications are interesting: they highlight issues with the conduct of the board & CEO

• declining company performance (sudden decline in sales) & waning competitiveness with rivals like BYD & other manufacturers
• board's lack of independence from CEO jeopardizes shareholder value
  • board members are CEO, friends of CEO, or have served long tenures
  • the CEO lacks focus on the stable, sustainable returns of the company & its shareholders while the board still awards him extraordinary pay packages & shares at discount
    • has leadership roles in several companies
    • leadership of US DOGE negatively impacted company’s performance & brand
  • the CEO fails to focus the company's own resources on the company (diverting them to other companies), and the board "seems uninterested in getting concrete commitments from Mr. Musk, and unwilling to develop a CEO succession plan of their own"
  • the board of directors is overpaid by earning 8 figure compensation when the "Average director compensation in the S&P 500 in 2024 was $327,096.13"
• the board ignores mandates from previous shareholder votes, and acts to weaken accountability (supermajority voting rules, not all board seats up for reelection each year) & erode shareholders rights (adopted a Texas law to increase requirements for shareholders to sue the board for breach of fiduciary duty prohibitively far above federal standards)
• their proposal for a $1 trillion award in shares to the CEO lacks stringent conditions
  • undemanding product goals
  • vague terms
  • conditions open to board discretion

  Given the Board’s historical willingness to allow Tesla to commit substantial resources to projects that are personally beneficial to Mr. Musk but that fail to produce benefits for Tesla shareholders – most notably the Solar City acquisition – we lack the confidence that this Board will only recognize the accomplishment of these goals by the CEO in the fullest and most demanding way.

• the award increases power of an unaccountable CEO at substantial expense to shareholders of earning & voting power.

outside Tesla shareholders could experience a dramatic long-term dilution in both their voting power and the value of their equity relative to opportunity cost

If Tesla were to experience similar ups and downs over the next decade, outside shareholder value would increase at 10.8% per year, inferior to the price return for the S&P 500 from August 2015 to August 2025.

If Proposals 3 and 4 are approved, this year may be one of the last times that public shareholders have a meaningful voice in the Company and its leadership given the level of dilution that is likely to take place. Beyond that, the Company’s own disclosures make clear that the motivation to deliver these pay packages is driven by increasing Mr. Musk’s voting power, with no formal commitment to focus his time, attention, and Tesla’s own resources on Tesla. Further, we lack confidence that this non-independent Board can oversee the CEO toward a future that maintains stable and sustainable returns for Tesla shareholders.

This SEC 14A filing lists all the proposals up for shareholder vote. A good number of shareholder proposals the board opposes concern board accountability to shareholders

• assert shareholder rights: either repealing restrictions or safeguarding them from restrictions enabled by Texas that would disqualify the vast majority of shareholders from submitting proposals or suing the board for breach of fiduciary duties
• elect each director annually
• require only simple majority approvals.

The others concern better public reporting & oversight on senior executive pay & transparent audits on child labor dependence throughout the supply chain.

To promote an independent board of directors accountable to shareholders & to restore shareholder rights, I suspect Glass Lewis and ISS will vote against all board members & company-favored proposals and vote for all shareholder-favored proposals. Seems about right to follow their recommendations & oppose Musk on this.

Why this people never get cancer or horrible accidents?

Fortunately he isn't going to build a robot army. His cars can barely follow the road so I can't imagine his robots would present much in the way of of a threat, except quite possibly in the extent that they would stand on your foot although even then they'd probably fall over.

There has never been another individual who's ability and ego are so at odds

Why do they even need musk? It's not like he is lead engineer or chief of design.

Brooks (Roomba, Baxter, MIT, etc) says it's sill not enough https://rodneybrooks.com/why-todays-humanoids-wont-learn-dexterity/

If you skim through his piece, at least watch the 2x 30s videos, really drive the point IMHO.

I just don’t feel comfortable building a robot army here, and then being ousted

Why would you ever have any control whatsoever in the first place? Do other arms manufacturers have a control for their missiles?

And none of those shareholders vote along lines that are good for society. You're going to probably kill us all someday with some bullshit business decision or another, directly or otherwise.

Another chuck e cheese token recipient in the making

hey errr maybe the richest man in the world with nazi views should not have a robot army to begin with?

Fucking egomaniac.

Lmao this clown should be peeled

But I was told that rich people like musk and Trump weren't swayed by money because they had enough... 😂

I had to check to see if I was eating an Onion. Turns out, Ol' ketamine fried Musky truly did say all of this.

This guy is so desperate to be called the first trillionaire, it's just really pathetic.

I'll do it for half that.

I want to go back to the 80s...

He has enough money to pay an actual army

LOL

Elmo Musk literally is not an engineer or even understands basic engineering. All the real world engineering done at his company is done by actual engineers

What is his part in all those processes at jos companies, you ask?

Lying.

Literally lying. Its the only talent that Mr. Elmo has. Its the one thing he constantly does, at levels comparable to Trump.

Most claims he makes about any of his companies products are just plain lies. Tesla full self driving? Not even close, and by now i wonder if they're actually capable of getting a Tesla off a parking lot without crashing it, let alone do a full cross country.

Same for SpaceX, where we definitely will go to Mars!never mind that reaching low earth orbit is about 1% of that task and he still can't do that without blowing up his starshits. Hey, at least they blew up a banana over the Indian ocean.

Wanna know what Elmo's contributions are?

Cyber truck.

Launching the car that was supposed to be for the founder of Tesla into low earth orbit just to he an asshole

The "idea" to use intercontinental ballistic rockets to transport people to the other side of the world "in 30 minutes". This one I really really really do want him to try because tickets are CEO only expensive and nothing would make me laugh more than a bunch of stealing assholes all paying a million or so to just blow up on the launchpad.

Talking about launchpads, remember that Florida launch with a starship with a boat load of engines that also ~~failed~~ was a complete success because "it left the launchpad" and anything beyond that was extras? Yeah, that launchpad was absolutely obliterated, cars parked various kilometers away got pelted by concrete debris, an ecological area got polluted, and the launchpad was left in rubble because Elmo decided that flame diverters, you know, those things used since like the sixties of the previous century really weren't necessary.

That is of course keeping in mind that he US tax payer paid 3 billion to take the US to the moon and well, that too is about at 1-2% mission completed, there is nothing remotely ready.

Do I even have to mention Hyperloop? "Its just another air hockey table, its not that hard!"

Meanwhile he keeps asking Tesla for a trillion dollars as well, even though he just got a gold package from Tesla that was light the highest payout in human history, even though Tesla makes a fraction of the cars that large brands make, ans even though he sent the extremely overvalued company (overvalued thanks to his constant lying about aaaalll the great things that are right there ready, just around the corner if you only pay me more money!!) right of a cliff with his Nazi antics combined with the laughable Nazirustbucket he designed..

This is the guy asking for just a trillion dollar bro, I will make this work, bro! TRUST ME!

I hope he doesn't start any trade federations and blockade Naboo.

He needs? Go pick yourself up by your bootstraps. Somehow I don’t think he means $1T of his own money.

Is he revering to the self driving Teslas when he says 'robot army'?

I just want this guy to die. Oh, I will be so happy when it happens.

And all the other ones as well.

A good chunk of shareholders deferring to public agencies that recommend based on societal good is imo the only way capitalism could “work”. Of course Elon is against it.

Me too Elon, I'm not feeling comfortable with you building a robot army

So he's basically Justin Hammer at this point.