Dark, moody image of a Tesla Optimus humanoid robot in silhouette, from Tesla's 2026 Annual Meeting post on X

Tesla’s 2026 Annual Meeting Is December 3: What’s on the Ballot and How to Vote

The Tesla 2026 Annual Meeting of Shareholders will be held on December 3, 2026, at 3:00pm Central Time (1:00pm Pacific, 21:00 UTC). The company filed its 2026 proxy statement with the SEC on October 19, and the ballot is short: three proposals, with the board asking shareholders to vote FOR all of them.

Tesla shared the date on X the same morning. “This year, we’re asking you to vote ‘FOR’ all three proposals on the ballot, including the re-election of Elon Musk, Robyn Denholm and JB Straubel to Tesla’s Board,” the company wrote. Tesla is pointing shareholders to VoteTesla.com for meeting details.

When and where

The meeting is hybrid. Shareholders can join online at virtualshareholdermeeting.com/TSLA2026, and Tesla will also webcast it live at tesla.com/2026shareholdermeeting. A limited number of shareholders can attend in person at Gigafactory Texas, 1 Tesla Road in Austin. Because of capacity limits, seats are handed out by a random drawing. To be in it, you have to have owned shares on the record date and sign up through the shareholder platform in your Tesla account.

The record date is October 13, 2026. If you held Tesla stock at the close of business that day, you can vote, with one vote per share. Tesla says 3,952,730,153 shares were outstanding and entitled to vote on that date.

What’s on the ballot

ProposalWhat it asksBoard saysBinding?
OneElect Elon Musk, Robyn Denholm and JB Straubel as Class I directors for three-year termsFOR each nomineeYes
TwoAdvisory “say on pay” vote approving 2025 executive compensationFORNo, advisory
ThreeRatify PricewaterhouseCoopers (PwC) as Tesla’s auditor for 2026FORNo, the Audit Committee reconsiders if it fails

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All three are Tesla’s own proposals, with no shareholder proposals on the agenda, and Tesla says it knows of no other matters to be submitted at the meeting.

Proposal One: three directors. Tesla’s board has nine members split into three classes, and each class is elected for staggered three-year terms. This year it’s the Class I seats:

  • Elon Musk, 55, a director since 2004 and CEO since October 2008. He also runs SpaceX.
  • Robyn Denholm, 63, a director since 2014 and board chair since November 2018. She chairs the Audit Committee and sits on the Compensation and the Nominating and Corporate Governance committees.
  • JB Straubel, 50, a director since 2023. He co-founded Tesla and was its chief technology officer from 2005 to 2019, and now runs battery recycler Redwood Materials.

Denholm makes the case directly in her letter at the front of the proxy: “We understand that a steady and experienced hand during this time of rapid technological change is essential to Tesla’s success.”

The proxy also explains why the staggered board is staying. Tesla says it has repeatedly put governance proposals to shareholders, including management proposals to drop its supermajority voting rules. The most recent one, at the 2025 meeting, drew 73.6% participation but support from only about 39.4% of all outstanding shares, short of the standard needed to pass. So the board decided not to bring back a binding proposal to declassify the board or to drop the supermajority rules “at this time.”

Proposal Two: say on pay. This is a yearly, non-binding vote on how Tesla paid its top executives in 2025. The headline number in the proxy is large: Musk’s reported 2025 compensation is $158,359,009,867. Tesla explains that nearly all of it is an accounting value placed on the 2025 CEO Performance Award, which only pays out if Tesla hits a series of market value and operating goals. Tesla’s separate realized-pay table, which counts only what Musk actually received, shows nothing for 2025, and the proxy says no shares from the 2025 award have vested.

Proposal Three: the auditor. Shareholders are asked to approve PwC, which has audited Tesla’s books since 2005, for the 2026 fiscal year.

Proposal One is binding, so each nominee is elected if they get the votes. Proposal Two is advisory, meaning the board isn’t required to act on the result, though Tesla says it will consider shareholders’ concerns if there’s a significant vote against. Ratifying PwC is described as good corporate practice; if it fails, the Audit Committee will reconsider the appointment.

How to vote

How you vote depends on how you hold your shares.

If your shares are with a broker, bank or app (what Tesla calls a beneficial owner), you won’t get the notice directly from Tesla. Your broker will send voting instructions, usually letting you vote online or by phone. Tesla names ProxyVote.com and Say by Robinhood as examples of the platforms shareholders use.

If your shares are registered in your own name with Tesla’s transfer agent, Computershare, you’ll get a Notice of Internet Availability, which Tesla began mailing on or about October 19. You can vote online until 10:59pm Central Time on December 2, 2026 (8:59pm Pacific, 04:59 UTC on December 3), or request a paper proxy card to vote by mail. Phone voting on a paper card is open to record holders in the United States, its territories and Canada. Mailed cards have to arrive by the time of the meeting.

To join and vote during the virtual meeting, you’ll need the 16-digit control number on your notice, proxy card or broker’s voting form. Tesla recommends voting ahead of time even if you plan to attend.

A few details that matter:

  • Every item needs a majority of the shares present or represented and entitled to vote. An abstention counts the same as a vote against.
  • If you don’t give your broker instructions, it can only vote your shares on Proposal Three. Your shares won’t count on the director election or say on pay.
  • If you vote but leave items blank, your shares are voted the way the board recommends.
  • You can change your vote before the meeting. Record holders can simply vote again, and the latest vote counts. If you hold through a broker, follow its instructions.
  • Tesla will publish the final results in a Form 8-K within four business days of the meeting.

The new standing voting option

This meeting is also the first time Tesla is offering its Voluntary Retail Voting Program. After you vote on most electronic platforms, you’ll be offered the option to set a standing instruction for future meetings, so your shares are voted automatically if you don’t vote yourself.

There are two choices. The first votes your shares with the board’s recommendation on every item. The second does the same except for what Tesla calls a “Special Matter,” meaning a contested director election or a merger, acquisition or sale that needs shareholder approval. You can also simply not enroll.

The standing instruction doesn’t apply to the December 3 meeting, only to later ones, so you still need to vote this time. Enrolled shareholders get a reminder at least once a year, plus a reminder before any meeting with a Special Matter if they picked the “all matters” option. Voting yourself at any future meeting overrides the standing instruction, and you can opt out at any time.

Electrek’s SpaceX merger reading

Electrek reads the proxy as a sign that Tesla’s board is getting ready for a merger with SpaceX. That’s Electrek’s interpretation. The proxy itself has no merger proposal and doesn’t mention any plan to combine the two companies.

Several of the facts Electrek points to are in the filing:

  • Ira Ehrenpreis, a Tesla director the board classifies as independent and the chair of both its Compensation and its Nominating and Corporate Governance committees, has served on SpaceX’s board since February 2026.
  • Kimbal Musk, also a Tesla director, has served on the boards of SpaceX and Chipotle, according to his bio.
  • Tesla now owns SpaceX stock. On January 16, 2026, it agreed to invest about $2 billion in preferred stock of X.AI Holdings, xAI’s parent company. After SpaceX acquired X.AI Holdings on February 2, that right converted into SpaceX Class A common stock, and Tesla completed the purchase on March 12, 2026.
  • In a change in control of Tesla, Musk’s 2025 CEO Performance Award can be earned on market value milestones alone, without the operating goals. Shares earned that way vest right away, and any that aren’t earned are forfeited. Restricted shares from his 2018 award also vest early in a change in control if he’s still CEO or running product or operations.
  • The new standing voting program’s “all matters” option would cover a merger vote, unless a shareholder picks the carve-out.

None of this says a deal is coming. Electrek itself notes that whether a Tesla and SpaceX combination would even count as a change in control would depend on how it was structured. For now, the December 3 ballot is just the three items above.

Tesla’s full proxy statement is on the SEC’s website, and the company is pointing shareholders to VoteTesla.com for updates.