The Tesla board of directors blocks the vote of shareholders who could have prohibited the political discourse of the CEO Elon Musk

Tesla’s board of directors succeeded in avoiding what could have been a delicate investor vote on the requirement of political neutrality among managers, after the Commission for Securities and Exchange ruled that the electric vehicle manufacturer could exclude a proposal from shareholders on the question of its annual documents in 2025, according to a copy of the SEC letter obtained by Fortune.
The proposal was submitted by Jay Butera, 67, an ardent climate defender and investor who has held shares in Tesla since the company’s 2010 IPO. Butera’s neutrality proposal, if it was approved by shareholders, would have prohibited Tesla management to make political declarations, mentions or contributions to support or opposition to political parties or candidates. Butera, a retirement entrepreneur who still has millions of dollars in Tesla stock, is a supporter of renewable energies and previously put pressure for the creation of the Bipartite Caucus of Climatic Solutions in the House of Representatives in 2016.
Butera said he was disappointed with the result because he thinks that the proposal would have helped Tesla advance her “mission to accelerate sustainability”, which he considers vital for the world. He said Fortune He does not want to see the company “compromised by unnecessary incursions in the endless friction of human politics. The Tesla brand, and its mission, should stay above this melee. ”
“I hope that the board of directors of Tesla will at least take note of the intention of my proposal and the interest of investors for the concept,” wrote Butera in an e-mail. “They can exclude my proposal from the ballot for technical reasons, but the problem remains – political perceptions always harm the Tesla brand, reducing sales and highlighting government relations. I hope the board of directors will find a way to improve this. ”
Tesla’s board of directors in August sent a letter to the SEC to exclude the proposal of its proxy documents in 2025 without risking measuring regulators. Like most listed companies, The company of electric vehicles and robotics of 1.3 Billion of dollars sends proxy documents to Tesla shareholders before its annual meetings each year. The exclusion of the proposal means that investors will not have the chance to vote on the next meeting in November.
However, some Tesla investors hoped that the board of directors addresses the problem more directly. Detail, individual investors who hold thousands of actions from the company have submitted and raised questions related to the role of CEO Elon Musk in politics – and its time spent on questions about Tesla – on Tesla shareholder platforms used.
Although the proposal does not explicitly mention Musk, the CEO of Tesla has been strongly involved in the conservative republican political activity since he donated millions to a super CAP devoted to the campaign in 2024 of President Trump. After the elections, Musk became a must-have on the sides of Trump in the Oval Office and Mar-A-Lago, and served as a visual emblem of the Ministry of Government Effectiveness (DOGE), appearing frequently in the Black DOGE baseball caps. Friendship turned into a thunderous fallout in June, when a quarrel between Musk and Trump played on their respective social media platforms, X and Truth Social. Since then, the two have had apparently cut links.
The board of directors of Tesla argued in its letter to the dry that the proposal aimed to “microchip” the company and that Tesla itself does not have the power or the authority to implement such a measure. In its response, the Commission agreed that the proposal was microgestion and told Tesla that it would not recommend any application measure if the council offered it from its proxy documents. He did not comment on the second part of the board of directors to exclude the proposal.
“By reaching this position, we did not deem it necessary to deal with the alternative base for the omission on which the company is based,” wrote the SEC examination team in a letter to Xuehui Cassie Zhang. Zhang is Tesla’s associate general lawyer.
Tesla did not immediately respond to a request for comments.
“Calling the” micro-management “proposal seems ironic because my proposal tried to solve an almost existential problem for the company,” said Butera. “I hope this gives at least a break for management and the board of directors and encourages them to search for their own solutions to the problem.”
Tesla’s board of directors told investors in preliminary proxy documents that the application of the principles of proposed policy could force the company to “violate the laws of states, including those which limit the capacity of a company to regulate the political discourse of their employees”. The board of directors included this recommendation in pre-proxy materials before the emission of its letter by the SEC. A final proxy will soon be distributed to investors and submitted publicly.
Butera said before Fortune He submitted the proposal after sending a letter to the board of directors in October 2024 describing his concerns and not obtaining an answer.
The current business ethics tesla code asks employees to avoid conflicts of interest that conflicts “may occur whenever your personal interests interfere or seem to interfere, with Tesla’s interests,” he said. The code applies to all Tesla administrators and employees and declares the “CEO, and all senior financial officers, including the financial director and the main director, are linked by the provisions set out in ethical conduct, conflicts of interest and compliance with applicable laws.”
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