8-K – 2025-11-07 – tm2530590d1_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549  

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):
November 6, 2025

 

 

 

Tesla, Inc.

(Exact Name of Registrant as Specified in Charter)  

 

 

 

Texas
001-34756
91-2197729

(State or Other Jurisdiction

of Incorporation) 

(Commission

File Number) 

(I.R.S. Employer

Identification No.) 

 

1 Tesla Road

Austin , Texas 78725

(Address of Principal Executive Offices, and
Zip Code)

 

( 512 ) 516-8177

Registrant’s Telephone Number, Including
Area Code

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction
A.2. below):

 

 
¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

 

 
¨
Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

 

 
¨
Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class
Trading
Symbol(s)
Name
of each exchange on which registered

Common
stock
TSLA
The Nasdaq Global
Select Market

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

A&R 2019 Equity Incentive Plan

 

On November 6, 2025, the shareholders of Tesla, Inc. (“ Tesla ”)
approved the amended and restated Tesla, Inc. 2019 Equity Incentive Plan (the “ A&R 2019 Equity Incentive Plan ”)
at Tesla’s 2025 Annual Meeting of Shareholders (the “ Annual Meeting ”) as described below in Item 5.07 to this
Current Report.

 

The material terms of the A&R 2019 Equity Incentive Plan were
previously described in the section titled “ Tesla Proposal for Approval of the A&R 2019 Equity Incentive Plan - Summary
of the A&R 2019 Equity Incentive Plan ” in Tesla’s Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission (the “ SEC ”) on September 17, 2025 (the “ Proxy Statement ”). Such disclosure is hereby
incorporated by reference into this Current Report on Form 8-K and is filed as Exhibit 99.1 hereto.

 

The foregoing description of the A&R 2019 Equity Incentive Plan
is qualified by reference to the A&R 2019 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.

 

2025 CEO Performance Award

 

As previously disclosed, on September 3, 2025, Tesla granted Elon Musk,
Tesla’s Chief Executive Officer, a performance-based restricted stock award (the “ 2025 CEO Performance Award ”), subject to receipt of certain approvals.
On November 6, 2025, Tesla’s shareholders approved the 2025 CEO Performance Award at the Annual Meeting as described below in Item
5.07 to this Current Report.

 

The material terms of the 2025 CEO Performance Award were previously
described in the section titled “ Tesla Proposal for Approval of the 2025 CEO Performance Award - Summary of the Proposed 2025
CEO Performance Award - Overview ” in the Proxy Statement. Such disclosure is hereby incorporated by reference into this Current
Report on Form 8-K and is filed as Exhibit 99.2 hereto.

 

The foregoing description of the 2025 CEO Performance Award is qualified
by reference to the 2025 CEO Performance Award, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

 

 

 

 

Item 5.07
Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting held on November 6, 2025, Tesla’s shareholders
voted on the following 14 proposals and Tesla’s inspector of election certified the vote tabulations indicated below .

 

Proposal 1

 

The individuals listed below were elected as Class
III directors at the Annual Meeting to serve on the Board for a term of three years or until their respective successors are duly elected
and qualified.

 

   
For    
Against    
Abstained    
Broker Non-Votes  

Ira Ehrenpreis  
  1,594,744,259    
  858,829,029    
  15,831,288    
  302,456,274  

Joe Gebbia  
  2,141,079,061    
  310,503,173    
  17,822,342    
  302,456,274  

Kathleen Wilson-Thompson  
  1,924,321,801    
  529,031,020    
  16,051,755    
  302,456,274  

 

Proposal 2

 

Proposal 2 was a management proposal to approve
executive compensation on a non-binding advisory basis. This proposal was approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

1,931,965,361    
  523,895,380    
  13,543,835    
  302,456,274  

 

Proposal 3

 

Proposal 3 was a management proposal to approve
the A&R 2019 Equity Incentive Plan. This proposal was approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

1,942,926,670    
  514,568,170    
  11,909,736    
  302,456,274  

 

 

Proposal 4

 

Proposal 4 was a management proposal to approve
the 2025 CEO Performance Award. This proposal was approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

1,892,235,822    
  564,940,908    
  12,227,846    
  302,456,274  

 

Proposal 5

 

Proposal 5 was a management proposal for the ratification
of the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending
December 31, 2025. This proposal was approved.   

 

For    
Against    
Abstained    
Broker Non-Votes  

2,689,221,182    
  66,780,222    
  15,859,446    
  -  

 

Proposal 6

 

Proposal 6 was a management proposal for adoption
of amendments to our certificate of formation and bylaws to eliminate applicable supermajority voting requirements. This proposal was
not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

1,309,549,644    
  955,682,310    
  181,764,443    
  302,456,274  

 

 

 

 

Proposal 7

 

Proposal 7 was a shareholder proposal regarding Board authorization of an investment in x.AI Corp. While more votes were cast in favor
of the proposal than against, a significant number of shareholders abstained. Since our bylaws generally consider abstention as votes
against, this was not approved under the bylaw standard. As a result, given that this is an advisory vote, the Board will examine next
steps in light of these voting results (including the high number of abstentions).

 

For    
Against    
Abstained    
Broker Non-Votes  

1,058,999,435    
  916,321,296    
  473,073,200    
  302,456,274  

 

Proposal 8

 

Proposal 8 was a shareholder proposal regarding
adopting targets and reporting on metrics to assess the feasibility of integrating sustainability metrics into senior executive compensation
plans. This proposal was not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

216,413,542    
  2,223,974,663    
  29,016,371    
  302,456,274  

  

Proposal 9

 

Proposal 9 was a shareholder proposal requesting
a child labor audit. This proposal was not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

188,709,041    
  2,238,338,124    
  42,357,411    
  302,456,274  

  

Proposal 10

 

Proposal 10 was a shareholder proposal to amend the bylaws to repeal
the 3% derivative suit ownership threshold. This proposal was not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

611,152,245    
  1,821,038,859    
  37,213,472    
  302,456,274  

 

Proposal 11

 

Proposal 11 was a shareholder proposal to amend Article X of the bylaws.
This proposal was not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

378,933,020    
  2,049,407,756    
  41,063,800    
  302,456,274  

 

Proposal 12

 

Proposal 12 was a shareholder proposal to elect each director annually.
This proposal was approved.

 

 

For    
Against    
Abstained    
Broker Non-Votes  

1,328,135,664    
  1,118,920,427    
  22,348,485    
  302,456,274  

 

 

 

 

Proposal 13

 

Proposal 13 was a shareholder proposal regarding a proposal, which
won 54% support at our 2024 annual meeting. This proposal was not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

787,399,596    
  1,648,698,264    
  33,306,716    
  302,456,274  

 

Proposal 14

 

Proposal 14 was a shareholder proposal to seek shareholder approval
before adopting an amendment to the bylaws pursuant to Section 21.373 of the TBOC. This proposal was not approved.

 

For    
Against    
Abstained    
Broker Non-Votes  

1,205,163,451    
  1,234,433,868    
  29,807,257    
  302,456,274  

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.
 
Description

 
 
 

10.1
 
Tesla, Inc. Amended and Restated 2019 Equity Incentive Plan

10.2
 
Tesla, Inc. 2025 CEO Performance Award Agreement, dated as of September 3, 2025

10.3
 
Voting Agreement, dated as of September 3, 2025

99.1
 
Excerpt from Proxy Statement on Schedule 14A dated September 17, 2025 of Tesla, Inc.

99.2
 
Excerpt from Proxy Statement on Schedule 14A dated September 17, 2025 of Tesla, Inc.

104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

 

 
 
TESLA, INC.

 
 
 

 
By:
/s/ Brandon Ehrhart

 
 

Brandon Ehrhart

General Counsel and Corporate Secretary

 

Date: November 7, 2025