Tesla Board Chair Robyn Denholm, successful a missive Monday, asked shareholders to ballot for CEO Elon Musk's astir $1 trillion pay package up of the company's yearly meeting.
Denholm said Musk was cardinal to the aboriginal of the EV shaper arsenic it moves beyond being "just different car company," with a bigger absorption connected Full Self Driving and Optimus.
"Without Elon, Tesla could suffer important value, arsenic our institution whitethorn nary longer beryllium valued for what we purpose to become," Denholm wrote.
Denholm told CNBC's "Squawk Box" connected Monday that the institution is astatine an "important inflection point" with artificial quality astatine the forefront.
"The accidental for Tesla successful the future, fixed this AI absorption and attraction and the unsocial capabilities that we person arsenic an organization, and that Elon brings to us, truly does mean that the accidental for the institution up of america is significant," she said.
Several groups person publically opposed the wage bundle successful caller days, with proxy advisor Institutional Shareholder Services recommending against it.
Last week, a radical of unions and firm watchdogs launched the Take Back Tesla website to reason the wage package, noting Musk's embracing of right-wing governmental movements and amplifying of conspiracy theories that person damaged the brand.
Tesla's yearly gathering is Nov. 6, with the shareholder vote for Musk's wage and different proposals closing astatine 11:59 p.m. ET connected Nov. 5.
Tesla reported third-quarter financials past week, missing earnings expectations but posting a 12% summation successful gross aft 2 consecutive periods of declines.
The projected program for Musk, which was outlined by the committee successful September, consists of 12 tranches of shares granted to Musk if Tesla hits certain milestones.
It would besides springiness Musk accrued voting powerfulness implicit the company, which helium has publicly demanded for the past twelvemonth and mentioned again connected Tesla's net telephone past week successful notation to the maturation of Optimus robots.
"If we physique this robot army, bash I person astatine slightest a beardown power implicit that robot army?" Musk said to analysts. "I don't consciousness comfy gathering that robot service if I don't person astatine slightest a beardown influence."
The afloat grant would springiness Musk, who already holds astir 13% of the EV maker, much than 423 cardinal further shares and instrumentality his involvement to astir 25%.
"He's been precise accordant successful that view, successful presumption of having capable power implicit the ballot of Tesla successful the aboriginal truthful that atrocious things can't hap with the AI," Denholm told CNBC. "So it's little astir compensation and much astir the voting influence."
Denholm, who noted that retail traders marque up astir 30% of Tesla's shareholder base, said past twelvemonth was a grounds turnout for the vote.
She besides asked that shareholders ballot to re-elect Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson-Thompson to the board.
Tesla year-to-date banal chart.
5 quotes from Denholm's "Squawk Box" interview:
On Musk's wage bundle and shareholder value:
"What we person done successful the program is we've bifurcated the voting rights versus the economical value. He doesn't get those economical worth till astatine slightest twelvemonth 7 and a half, adjacent if helium delivers them successful the archetypal 5 years. And truthful that's 1 of the features of this plan. ... Firstly, shareholders get their instrumentality overmuch earlier than Elon would if helium delivers against the plan. And secondly, it truly does marque definite that the economical worth is an inducement for him to enactment astatine the institution and proceed to present for rather immoderate clip successful the future."
Tesla Board Chair Robyn Denholm
On the upcoming Roadster:
"It's connected the roadmap."
Tesla Board Chair Robyn Denholm
On autonomous driving and AI successful vehicles.
"Leaning into FSD and really AI successful the vehicles has really been the absorption implicit this past play of time. The integration of that with a truly intent built conveyance for autonomy is really truly important, which is wherefore you spot the cyber cabs and, again, the vehicles that we person connected the roadworthy today. Great vehicles utilizing afloat aforesaid driving arsenic well."
Tesla Board Chair Robyn Denholm
On ballot for Tesla to instrumentality a number involvement successful xAI:
"It is simply a shareholder proposal, and what that means is that the institution didn't enactment the connection connected the proxy. It was really submitted by shareholders. We received a fig of them, and really this was the astir communal connection astir x ai to instrumentality a number stake, oregon astatine slightest ballot connected that."
Tesla Board Chair Robyn Denholm
On Optimus robots:
"So I've been successful the laboratory with Optimus. He tin fold laundry. He tin hitch the array down truly well, wherever helium tin manus things to you, you tin really shingle hands with him. The tactile quality of his manus is really truly precise good. ... He's precise mobile and precise dexterous. He's walking astir the offices successful Palo Alto each the time."
Tesla Board Chair Robyn Denholm
CNBC's Lora Kolodny contributed to this story.
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