(Bloomberg) -- Tesla recently told the Securities and Exchange Commission that it intends to file the proxy statement for its annual meeting one week from today.

These usually make for pretty staid documents from most companies. Of course, Tesla is unlike most companies.

In 2016, the carmaker gave shareholders a glimpse of just how troubled SolarCity was before closing the controversial acquisition. In 2018, directors laid out the particulars of an enormous stock grant likely to go down as the biggest CEO compensation package in history. Tesla’s 2019 proxy — posted on the Good Friday market holiday — outlined plans for a major board shakeup, and last year, the company sought approval for a stock split.

Here’s a guide of what to look for in this year’s proxy for the meeting Tesla has scheduled for May 16:


Considering Tesla was coming off its worst monthly and yearly stock performance ever, it’s no wonder shareholders were unhappy back in early January, when Bloomberg first reported on the board facing pressure to prepare and maintain a key-person risk report.

That resolution — from Karen Róbertsdóttir, an investor in Reykjavik, Iceland — may be one of a select few in this year’s proxy, after Tesla caught activists off guard by announcing the deadline to submit proposals for this year’s meeting on page 57 of a 60-page filing released in October.

Tesla clearly structured this month’s investor day as an oblique answer to unease about the bench behind Musk, with 16 other executives joining him on the stage in Austin, Texas. But while Róbertsdóttir liked what she heard about cost-reduction efforts and appreciated the showcase of talent, she’s standing firm in her belief that the board needs to address head-on how shareholders will be protected in the event that Tesla loses its superstar CEO.

Expect the company to oppose this resolution on the grounds that a key-person risk report would force it to disclose sensitive information.

The Board

Tesla’s board is comprised of eight members, the longest-tenured of which are Musk and his brother, Kimbal. They will have been directors for two decades as of April next year.

While the company has taken some steps to overhaul a board long criticized as too cozy with the CEO — seeing off directors including Steve Jurvetson, Antonio Gracias and Larry Ellison — it added another friend of Musk’s last year in Airbnb co-founder Joe Gebbia. It’s still unclear roughly six months after that appointment whether he’s been named to any of the board’s committees.

Another topic of interest will be whether Robyn Denholm will seek reelection. She was named chair of the board as part of the settlements Tesla and Musk reached with the SEC following his tweets about trying to take the company private. Her term is set to expire at the end of this year.


The pay deal that Tesla last designed for Musk — worth more than $55 billion — was tied to performance metrics that seemed like moonshots when shareholders approved it five years ago.

It seems unlikely that the company would design another award for him now that all the tranches have vested. With Delaware Chancery Court Judge Kathaleen St. J. McCormick actively deciding a case brought by shareholders who allege that the board misrepresented the pay package, the timing isn’t great.

Then again, Tesla is nothing if not unpredictable.

Related-Party Transactions

Following the $44 billion Twitter deal, Musk now oversees five companies: Tesla, SpaceX, Twitter, Neuralink and Boring Company.

Musk wasted no time tapping Tesla staffers to help out at his newest company, asking engineers for the carmaker to review Twitter’s code on the day he closed the deal in October. Since then, Tesla has become more active on Twitter.

While Tesla has detailed how it’s shared everything from directors and engineers to a corporate jet with SpaceX, it’s been less forthcoming about any overlap with its CEO’s brain-machine interface developer and tunnel-construction company. This section of the proxy will warrant an even closer read than it has in the past, since it will be the first since Musk added Twitter to his business empire.

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