💰 埃隆·马斯克的巨额薪酬方案：此次投票的核心是决定是否批准一项可能高达1万亿美元的薪酬方案。该方案将马斯克的报酬与特斯拉在2035年前实现8.5万亿美元市值、每年售出1200万辆汽车、部署100万辆自动驾驶出租车和100万个人形机器人等一系列宏伟目标挂钩。

⚖️ 机构与咨询公司的反对声音：包括ISS和Glass Lewis在内的代理咨询公司，以及挪威主权财富基金（特斯拉的第六大机构股东）都建议投票反对该薪酬方案。主要担忧在于缺乏对马斯克“关键人物风险”的缓解措施，以及方案目标设定的不合理性。

🚀 特斯拉的积极游说与愿景强调：面对反对意见，特斯拉正通过X.com广告、投票建议视频和董事会主席的媒体露面等方式，大力争取股东支持。公司强调，批准该方案对于实现其“雄心勃勃的愿景”至关重要，并暗示马斯克可能因薪酬方案未获批准而离开公司。

🤖 其他重要提案：除了薪酬方案，股东还将就是否支持特斯拉投资马斯克的人工智能初创公司xAI，以及是否为吸引和留住顶尖人才而预留股票储备进行投票。这些决策将共同影响特斯拉的未来发展方向。

Tesla shareholders are hours away from deciding the fate of Elon Musk's $1 trillion pay package.

Tesla's annual shareholder meeting kicks off Thursday afternoon at 4 p.m. ET at the company's headquarters in Austin. A limited number of shareholders were invited to attend in person.

Tesla investors are voting on multiple proposals. Chief among them is Musk's pay package, but shareholders will also consider proposals including whether Tesla should explore an investment in his AI startup, xAI. Investors will also decide whether to carve out Tesla share reserves for rewarding and attracting top talent (as well as allocating 208 million shares to "address the uncertainty" over Musk's 2018 pay package, which remains snarled in a legal battle after a judge tossed it out).

The new compensation plan is contingent on Musk achieving multiple lofty goals. To earn the full $1 trillion value, Musk must boost Tesla's market cap to $8.5 trillion by 2035, sell 12 million vehicles a year, and deploy one million robotaxis and one million humanoid robots.

The pay package has proven controversial.

Weeks ahead of the vote, proxy advisory firms ISS and Glass Lewis have both urged shareholders to reject the proposal. On Tuesday, Norges Bank Investment Management, which manages Norway's $2 trillion sovereign wealth fund, also said it had voted against the pay package over concerns about the lack of mitigation of Musk's "key person risk" for Tesla. The fund is Tesla's sixth-largest institutional shareholder and the world's largest wealth fund.

Musk called the proxy firms "corporate terrorists" during Tesla's recent earnings call, and board chair Robyn Denholm warned shareholders in an October letter that Musk could walk away from the company if they don't approve his compensation.

Tesla's shares have recovered from a sharp downturn earlier in the year, but its sales face an uncertain future after the end of the EV tax credit in the US and increased competition from other automakers.

'A pivotal juncture in Tesla's history'

Tesla and some of its executives have been on a messaging blitz as the shareholder meeting approached.

The company has paid for ads on X.com to promote the vote, released videos outlining the company's voting recommendations, and board chair Robyn Denholm has made media appearances to make the case that it's only fair that Musk get his payday.

"The Future of Tesla Is in Your Hands," the company's "votetesla.com" website reads.

"We are at a pivotal juncture in Tesla's history, and the proposals the Special Committee has carefully designed and the Board has put forward will help determine Tesla's future. If you believe, like us, that Elon is the CEO that can make our ambitious vision a reality, vote NOW," the text says.