Tesla, Inc.

Ticker: TSLA
Møtedato: 06.11.2025
Møtetype: Annual
Forslag Ledelsens anbefalning Stemme
Management proposals
1a Elect Director Ira Ehrenpreis Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines For Against
1b Elect Director Joe Gebbia For For
1c Elect Director Kathleen Wilson-Thompson Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines For Against
2 Advisory Vote to Ratify Named Executive Officers' Compensation For For
3 Amend Omnibus Stock Plan Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines Avlønning av administrerende direktør For Against
4 Approve Issuance of Common Stock to Elon Musk Pursuant to CEO Performance Award Vote rationale: Norges Bank Investment Management voted against this Tesla Inc. proposal to approve the CEO Performance Award for Elon Musk. While we appreciate the significant value created under Mr. Musk’s visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk- consistent with our views on executive compensation. We will continue to seek constructive dialogue with Tesla on this and other topics. Global Voting Guidelines For Against
5 Ratify PricewaterhouseCoopers LLP as Auditors For For
6 Eliminate Supermajority Vote Requirement None For
Shareholder proposals
7 Authorize Board to Invest Company Funds in xAI None Against
8 Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation Against Against
9 Report on the Use of Child Labor in Connection with Electric Vehicles Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Aksjonærforslag om bærekraft Against Against
10 Amend the Bylaws To Repeal 3% Derivative Suit Ownership Threshold Vote rationale: The right to vote on fundamental changes affecting the company is a basic right of shareholders. This includes the right to approve changes to the company’s governing documents. Global Voting Guidelines Against For
11 Amend Bylaws Against Against
12 Declassify the Board of Directors Vote rationale: The company should have a robust nomination and election process to ensure an effective board that is accountable to shareholders. Shareholders should be able to participate in frequent elections of all board members, preferably on an annual basis. The company should establish reasonable procedures for shareholders to include proposals in the meeting material distributed by the company, including proposing board candidates. Global Voting Guidelines Against For
13 Reduce Supermajority Vote Requirement Vote rationale: Anti-takeover measures are generally not in the interest of shareholders, and the introduction of such measures should, at a minimum, be subject to shareholder approval. We define anti-takeover measures to include any mechanism likely to deter or frustrate takeovers. Global Voting Guidelines Against For
14 Require Shareholder Approval of Bylaw Amendments Adopted by the Board of Directors Vote rationale: The right to vote on fundamental changes affecting the company is a basic right of shareholders. This includes the right to approve changes to the company’s governing documents. Global Voting Guidelines Against For

Disclaimer

This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:

  • This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
  • No reliance should be placed on this information or its accuracy, and Norges Bank accepts no responsibility or liability for any action taken or not taken on the basis of this information. Any relevant third party should form their own views based on their own analysis of the relevant facts and circumstances.
  • To be clear, Norges Bank has no duty of care in respect of any third party who decides to view this disclosure, which shall be done entirely at their own risk.
  • Any information in this disclosure is subject to change without notice. In particular, be aware that Norges Bank’s intentions and the holdings of the Government Pension Fund Global may change over time and, to the extent permitted by applicable law, Norges Bank disclaims any responsibility to update this information as a result of such changes or for any other reason.
  • Securities lending or other activity may mean that the votes cast by Norges Bank are significantly different than its economic or published holding of shares, or significantly different from its holding at the date of this disclosure. No assumption should be made or reliance placed on the number of votes that will be cast.
  • Norges Bank is not subject to any prohibition on securities lending, trading or other activity as a result of this disclosure at any point prior to or after the publication of this disclosure.
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