Key takeaways
- Tesla’s board asks shareholders to re-elect Elon Musk, chair Robyn Denholm and JB Straubel for three more years at the December 3 annual meeting. There is not a single shareholder proposal on the ballot.
- Tesla’s 2025 net income fell 46% to $3.86 billion, and revenue fell for the second year in a row. The proxy still values Musk’s 2025 pay at $158.4 billion on paper, and in June he exercised 2018 options worth about $116 billion.
- My view: this is not stability. It is a board that keeps the same people in power, a voting program that only knows “yes”, and a company preparing for a SpaceX merger while small shareholders do not matter.
Tesla will hold its annual meeting on December 3, 2026, at Giga Texas and online. The ballot has only three items, all from the board: re-electing Elon Musk, chair Robyn Denholm and JB Straubel to three-year terms, a non-binding advisory vote on 2025 executive pay, and ratifying PwC as auditor. There are no shareholder proposals, and no merger proposal, even though Barclays said a Tesla-SpaceX deal could be announced before the meeting.
In 2025, Tesla’s net income fell 46% to $3.86 billion, and revenue declined for the second straight year to $94.8 billion. The proxy lists Musk’s 2025 pay at $158.4 billion in grant-date accounting value, while his realized cash pay was $0. In June 2026, he exercised all 303.96 million options from his 2018 award, worth about $116 billion at exercise. Musk owns nearly 20% of Tesla, and three of the nine directors, including Musk himself, have ties to SpaceX.
In this article: Three more years of the same people · Shareholder democracy? More like doubting it · A machine that only knows “yes” · “Independent”, with SpaceX in their pocket · $0 on paper, $116 billion in June · “A world of amazing abundance” · Robotaxis in seven cities? Not anymore · What if the merger comes before December 3? · FAQ
Three more years of the same people
Let me say it straight. When I think that for the next three years the same people will lead Tesla, a company whose profit just fell 46% and whose revenue is going down for the second year in a row, then yes, it is the board. And in my opinion, a really bad one.
Musk just wants to keep power in the company, so he can keep taking his packages. And don’t be fooled by the “$0 in 2025”. Musk has not taken a salary for years. He is paid in shares, so a zero in cash means nothing.
I would definitely not vote for them. But we already know how it will end. Musk alone controls almost 20% of the votes, and he can vote for himself. What Musk says will happen, and everyone follows him blindly.
Shareholder democracy? More like doubting it
Not a single shareholder proposal this year. Tesla moved to Texas, and a 2025 Texas law lets companies require a shareholder to own 3% of the stock or $1 million worth of shares before they can propose anything. Tesla already uses a 3% rule to block smaller shareholders from suing the board in the company’s name.
The way I see it, this was a smart move. The possibility for everyone to raise something was taken away. You cannot call this shareholder democracy. It is putting shareholder democracy in question.
A machine that only knows “yes”
Then there is the new automatic voting program for retail shareholders. You set it once, and it votes for you at every meeting. But there are only two options, and both follow the board. The first one even covers mergers. If you want to disagree, you have to override every item by hand.
This is manipulation of shareholders. Somebody sets it once and maybe forgets about it, and their vote keeps going “yes” automatically. It is good politics, I have to say. And it is 100% a merger machine. That is my view, and I find it hypocritical: everything to keep the same people in power as long as possible, even when the company is going down the drain.
“Independent”, with SpaceX in their pocket
Three of nine directors have ties to SpaceX: Musk himself, his brother Kimbal, and Ira Ehrenpreis, who chairs the compensation committee and joined SpaceX’s board in February. Tesla still calls Ehrenpreis independent.
When we know exactly who sits on the board, how can we talk about independence? They are directly tied to SpaceX. It is completely absurd, a laugh in the face of the other shareholders. I already wrote that the Tesla-SpaceX merger is already decided. This proxy only confirms it for me.
$0 on paper, $116 billion in June
On paper, Musk’s 2025 pay is $158 billion, but in cash he took nothing. And then we find out that in June he exercised options and received shares worth about $116 billion.
To me, this is a trick, a picture to make people trust the leadership more, as if Musk puts everything back into the company. And then, suddenly, you learn about $116 billion in shares.
“A world of amazing abundance”
The meeting theme is “Building a World of Amazing Abundance”. Here is the stupid argument. Abundance? Go somewhere else with that. You killed the company’s profit with your promises: minus 46% in one year.
And the stock is still around $400. That price does not stand on results. It stands on promises. I call Tesla a factory of promises for a reason, and the real investors, the ones who live from this, not Musk’s fans, should stop believing these hypocritical slogans.
Robotaxis in seven cities? Not anymore
The board brags about robotaxis in seven US cities, 1.5 million paying FSD customers and 15 billion FSD miles. It does not convince me anymore. For about a year and a half, I have not believed anything connected to Musk.
He has too many dark illusions, he lies to all of us too much, or he pretends to be such a great man that he has no equal. For me, he is a lost clown. And remember: when a Tesla Semi burned on I-880, he did not say a word.
What if the merger comes before December 3?
If they announce the SpaceX merger before the meeting, I think it will simply be a done deal. And I believe that is how it will go. Nobody counts with small shareholders. They don’t care about them.
Photo: Tesla Gigafactory Texas, where the meeting takes place. Larry D. Moore, CC BY 4.0, via Wikimedia Commons.
This article is opinion.
Tesla 2026 annual meeting: FAQ
When is the Tesla 2026 annual meeting?
Tesla’s 2026 annual meeting is on Thursday, December 3, 2026, at 3:00 p.m. Central Time, at Giga Texas in Austin and online. Shareholders of record on October 13, 2026 can vote.
What are Tesla shareholders voting on in 2026?
Three board proposals: re-electing Elon Musk, Robyn Denholm and JB Straubel for three-year terms, a non-binding advisory vote on 2025 executive pay, and ratifying PricewaterhouseCoopers as auditor. There are no shareholder proposals.
How much did Elon Musk earn from Tesla in 2025?
The proxy lists $158.4 billion in grant-date accounting value for his 2025 awards, but his realized cash pay for 2025 was $0. In June 2026, he exercised options from his 2018 award worth about $116 billion at exercise.
What is Tesla’s automatic retail voting program?
It lets retail shareholders set a standing instruction that votes with the board at every meeting. One option includes mergers, the other excludes contested director elections and major deals. There is no standing option to vote against the board, but shareholders can override any item by hand or opt out.
Is there a Tesla-SpaceX merger on the ballot?
No. The 2026 proxy contains no merger proposal, although analysts at Barclays said a deal could be announced before the meeting. Three of Tesla’s nine directors have ties to SpaceX.
Sources: Tesla proxy statement and shareholder letter (SEC), Reuters, Electrek, EVXL, TeslAnt, Bloomberg Law.
Our Take
Profit down 46%, revenue down two years in a row, and the same three people asking for three more years. No shareholder proposals, and an automatic voting program that only knows how to say yes.
This is not stability. It is a board built to keep power, and to be ready when the SpaceX merger comes.
