SEC Form DEFA14A filed by Tesla Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Tesla, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

On September 5, 2025, Tesla, Inc. (“Tesla”) launched a website, VoteTesla.com (the “Website”), containing certain information regarding, among other things, Tesla’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and business information about Tesla.

A copy of the materials on the Website can be found below:

A transcript of the video included in the Website is below:

Voiceover: Humans are tool makers, and at Tesla, we are builders of physical products at scale that make life better for all. We have been working tirelessly to create the foundation for a technological renaissance through the development of electric vehicles, energy products and humanoid robots. This next chapter will be on an even grander scale than we have yet to see. We are building the products and services that bring AI into the physical world. We are combining our manufacturing capabilities with our autonomous prowess to accelerate global prosperity. We are building a safer, cleaner and more enjoyable world for all. We call this Sustainable Abundance.

Elon: What’s the happiest future you can imagine? One which there’s Sustainable Abundance for all.

Also on September 5, 2025, Robyn Denholm, Chair of Tesla’s Board of Directors, participated in a conversation with Andrew Ross Sorkin on CNBC, Squawk Box. A copy of the transcript for the video can be found below.

Andrew Ross Sorkin: I spoke to Tesla’s Chair, Robyn Denholm, who’s been working on this. And this has been going on for months and months and months, and the goals are ambitious. And let me show you what she had to say about them.

[…]

Robyn Denholm: It’s very important to us that we are true to our values, which is really […] being super ambitious. And this plan actually is emblematic of that. We’ve got 12 tranches in the plan. The first one, in terms of market cap, is actually doubling the size of the Company today. And we have, you know, the first in terms of the vehicle side, is actually getting to 20 million vehicles that are produced and delivered, and we’re only at just over eight. So, to me, the plan is super ambitious – and that is what motivates Elon. So, in coming up with a plan that will incent, motivate, have his time, focus and attention on Tesla, we needed to come up with a plan that was super ambitious.

Sorkin: How much – how realistic is the plan in your mind? Versus – and you use the word, in the letter, “aspirational.” Aspirational goals.

Denholm: Yes. Very aspirational. And so yes. Is it realistic? I mean, you, yourself and many others, when we put out the 2018 Plan, thought that they were ridiculous numbers. And so, from our perspective, it is about, shooting for the moon, if you like. And, and really coming up with the ambition to the vision that we’ve put out in terms of the Master Plan IV and actually shooting for that and having the whole Company focused on delivering against that plan.

Sorkin: And so, just so I understand the details of this plan, there are these different milestones in terms of the market cap of the company. So, for example, you effectively have to double, triple – you got to get to $2 trillion for the first milestone. But then, for example, like, the EBITDA number has to go, has to 3x what it is today.

Denholm: Yes. So, again, we’ve constructed this plan so that shareholders get outsized returns. For us it is all about shareholder value creation, and the plan, the plan reflects that. So, in terms of the first tranche, as I said, it is doubling the market cap of the Company. We’re just over $1 trillion today. The first milestone is at $2 trillion. The, and the top milestone, if you like, the tranche 12 is at $8.5 trillion. And I am saying trillion dollars. It is a very ambitious plan. The 2018 Plan was to get to billions of dollars of market cap. This plan is to get to trillions of dollars of market cap and, and trillions of dollars of shareholder value creation.

Sorkin: How much of this is about incentivizing Elon as it relates to his ability to have more voting control of the Company? That’s something that he’s talked a lot about for a long time.

Denholm: Yes. I mean clearly, as you’re constructing a plan where you want to keep the CEO motivated and focused on delivering for the Company and for shareholders, you need to delve into what motivates him. And obviously he’s been very public about getting additional voting powers so that as he develops the AI products, and the AI deliverables, and the Optimus robots and the robots to come after that, that he wants to make sure that evil can’t be done with those things. And so having some sort of […] voting power in order to prevent that – bad things happening – is a motivator for him. So, the Special Committee obviously took that into account as we were working through: What were the right goals to be setting; What was the right balance between the motivation and shareholder value creation; And what were the right milestones to be putting in place in order to actually create the right plan to lift the Company and to create the most valuable company in history.

Sorkin: And just so we understand the details, the shares are restricted for five years, but then they have to be held for seven and a half years, and he’s only capturing the upside from where the shares trade, as opposed to the way an option would work. Correct?

Denholm: Yes. This the way we termed this plan, we looked at many different options and alternatives in terms of the types of tools we would use in terms of the plan itself. And we landed on the best plan possible, which is a performance based restricted stock award. And so how that works is that it is restricted stock. But he only gets the voting power as he hits the milestones, and then he vests in those for the first five tranches. Whatever he’s achieved in the five year period of time, he will vest those at the seven and a half year mark.

Sorkin: There’s a sentence which I think some people may focus on, which is the word “succession,” that you hope over time that you can come up with a succession plan and incent Elon for a succession plan. What does that look like in your mind?

Denholm: So, the Board takes our responsibility around succession planning for the CEO, but also for other members of the Executive Team, very, very seriously. And we have a succession plan in place – or a plan for succession – if something untoward were to happen to Elon. So that is just good governance from our perspective. But also, when I speak to shareholders regularly, succession planning does come up. And so, from our perspective, putting a gate, if you like, to the last two tranches of the of the Compensation Plan, the 2025 Compensation Plan, was good governance, but also telling shareholders that we are focused on it, that Elon’s focused on it.

[…]

Sorkin: We got some breaking news this morning from Tesla. The Board calling on shareholders to approve a new long-term incentive package for Elon Musk. I sat down with Tesla Chair Robyn Denholm, who told me that the full performance award hinges on some very ambitious goals that will motivate and retain Elon Musk as CEO, and Musk is key, she says, for the Company’s talent pipeline.

Sorkin: She also spoke about the likelihood of Tesla taking a stake in Musk’s xAI.

[…]

Denholm: There were a number of proposals on this topic – shareholder proposals on this topic. We are putting it on the ballot, as we would do for any proposals that come in from shareholders that meet the criteria, in order to be eligible to be put on the ballot. And so we are letting shareholders vote on whether or not we should invest in xAI, and then the Company will – and the Board – will take that into our into account in our deliberations, whether it’s positive or a negative vote on that proposal.

Sorkin: Had you have you been thinking though about investing in xAI, and is this something that you really wanted to go to the shareholders to get their permission effectively to do first, given invariably the conflict that, that, that could be claimed?

Denholm: Obviously, it’s a related party, and we take our responsibilities very, very seriously on the related party front. We have a very robust process of transactions that happen between related parties. Obviously, if there was ever an investment contemplated in a related party, we would […] we would – at the Board level – take our related party policy into account. This is a shareholder proposal, and we will let shareholders voice their […] their position on whether or not we should take an interest or invest in xAI.

[…]

Phil Le Beau: Here’s the Tesla chair, Robyn Denholm, talking about why they’ve set these targets out there and the importance of getting Elon Musk motivated to hit these targets.

[…]

Denholm: Well, for me, his focus has to be on Tesla to actually deliver against these goals. So they’re not mundane goals. As I said before, they’re super ambitious goals. His time, effort and energy into those goals will be significant. Will it be 100% of his time? Who knows. But from my perspective, actually doing things that motivate him is important to actually garner his attention and his focus in order to drive the company forward in this next wave of opportunity that we see as a Board.

[…]

Also on September 5, 2025, Tesla issued the following digital advertisements and posted the following messages via Google Search advertising:

Additional Information and Where to Find It

Tesla intends to file 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 the 2025 Annual Meeting. The Definitive Proxy Statement will contain 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 WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING. Shareholders will be 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 will be 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.

Participant Information

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 Tesla’s preliminary proxy statement on Schedule 14A for the 2025 Annual Meeting, filed on September 5, 2025 (the “Preliminary Proxy Statement”), commencing on pages 134 and 156, 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 Preliminary Proxy Statement commencing on page 164 and is available here. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the section titled “Ownership of Securities” of the Definitive Proxy Statement and other materials to be filed with the SEC in connection with the 2025 Annual Meeting.