X @Tesla

Key Arguments Against ISS and Glass Lewis - Tesla believes ISS and Glass Lewis use a simplistic, one-size-fits-all framework that fails to evaluate uniquely ambitious companies like Tesla [4][5] - Tesla argues that shareholders have benefited significantly by ignoring ISS and Glass Lewis's recommendations in the past, citing a 20x increase in market capitalization since the 2018 CEO Performance Award, which they opposed [2][5] - Tesla encourages shareholders to make independent decisions and vote with the Board's recommendations, rather than relying on proxy advisors who don't own Tesla stock [3][22] - Tesla highlights that ISS and Glass Lewis are adapting their models, suggesting their current advice may be outdated [23] Defense of the 2025 CEO Performance Award - The 2025 CEO Performance Award is designed to incentivize exceptional growth, innovation, and value creation for shareholders, with Elon Musk only benefiting if shareholders see significant returns [6][9] - Tesla emphasizes that the award is an investment, not dilution, projecting a 75x increase in market capitalization in exchange for 1312% dilution at the highest milestone [9] - Tesla states that achieving the Adjusted EBITDA milestone requires growing current Adjusted EBITDA by approximately 26x to $400 billion, demonstrating the ambitious nature of the goals [10] - Tesla clarifies that the award is also designed to align Elon Musk's interests with those of shareholders, promoting long-term retention and a stable ownership structure [9][12][13] Defense of Board Governance - Tesla defends its directors, Ira and Kathleen, highlighting their experience and contributions to shareholder returns, despite criticisms [16][17][19] - Tesla emphasizes that its governance process is dynamic and focused on delivering financial value to shareholders, rather than adhering to rigid, cookie-cutter guidelines [20][21]