Tesla's 2026 proxy filing, as reported by Electrek, contains several provisions that align with a potential Tesla-SpaceX merger. The ballot is limited to three items, and one of Tesla's supposedly independent directors, Ira Ehrenpreis, now also sits on SpaceX's board. Ehrenpreis chairs both Tesla's compensation and governance committees.
The filing also details how Musk's compensation would work in a change of control. The 2025 CEO Performance Award, valued at $158 billion on paper, normally requires market cap and operational milestones. But in a change of control, operational milestones drop out, and the award vests based on the deal price alone. For example, a $3 trillion valuation would earn Musk three tranches without any robotaxi or Optimus milestones. Musk's 2018 package has similar acceleration provisions.
Additionally, Tesla is launching a Voluntary Retail Voting Program that lets shareholders set standing instructions for future meetings. One option votes with the board on everything, including mergers, and Tesla only promises a reminder before the meeting. This would take effect at the next shareholder meeting, which is where a SpaceX deal would likely be voted on. The source notes that three of nine Tesla directors now have ties to SpaceX.