Tesla retail shareholders who vote for the December 3 annual meeting on ProxyVote.com or Say by Robinhood will be offered a standing instruction once their ballot is in. If they enroll, Tesla will vote their shares with the board’s recommendations at every future meeting where they do not vote themselves. Both choices follow the board, and the broader one includes mergers.
In the enrollment screenshots Tesla filed with the SEC on Monday, the broader option, “All Matters,” is the one shown selected on both platforms. Barclays told clients on October 14 that a Tesla and SpaceX merger could be announced before the December meeting.
Tesla’s Two Enrollment Choices Both Vote With The Board
Selection 1, “All Matters,” votes enrolled shares as Tesla’s board recommends on every proposal. Selection 2 does the same except on contested director elections and any acquisition, merger or divestiture needing shareholder approval. To oppose the board, a holder must vote that meeting’s ballot.
The instruction does not touch the December 3 vote. It applies to any later meeting whose definitive proxy statement Tesla has not yet filed, according to the notice Tesla filed with the SEC on Monday that includes the enrollment screens. Enrolled shareholders still receive proxy materials and can override the instruction by voting, and the most recent vote counts.
A shareholder who opts out after Tesla files a definitive proxy for a meeting stays enrolled for that meeting unless they vote that ballot themselves, and the opt-out applies only to the meetings after it. Tesla says enrolled holders get a reminder at least once a year. “All Matters” holders get an extra one before any meeting with a merger, acquisition, divestiture or contested election on the agenda.
SEC Staff Let Other Companies Reuse Tesla’s No-Action Relief
On September 29, SEC staff in the Division of Corporation Finance said they would not recommend enforcement action under seven proxy rules if Tesla runs the program as described, and that any company running it the same way can rely on that position.
ExxonMobil got relief under two of those rules for a similar program in September 2025. Tesla’s request to the SEC says it finalized the framework that day after months of talks with SEC staff. It cites Broadridge data showing retail investors voted 28% of their shares in the 2025 proxy season, against 76.6% for institutions. Tesla says it spent more than $2 million on proxy solicitors to chase retail votes at its last two annual meetings, one of which approved Musk’s 2025 pay package. More than 100,000 Exxon shareholders had enrolled in Exxon’s program by March 1, 2026, the letter says.
Investor James McRitchie, who often sponsors critical shareholder resolutions, called the design “blatantly one-sided” in comments to Reuters. He said a better reform would let shareholders choose among their own priorities.
Tesla’s “All Matters” Option Would Cover Any Merger Vote
An “All Matters” enrollee who skips a merger vote, even after the extra reminder, would have their shares cast for the deal if the board backs it. Neither Tesla’s October 19 filing, its proxy nor its SEC request says whether “All Matters” is the default for every voter.
Barclays named shareholder approval as the main obstacle to a SpaceX deal. Its note said broker non-votes were about 11% of outstanding votes at Tesla’s 2025 meeting, according to Quartz, and those unvoted shares work against any proposal that needs a share of all outstanding stock. Tesla’s 2025 proposal to remove supermajority voting requirements failed that way, with support from about 39.4% of outstanding shares on 73.6% participation, and Tesla’s proxy lists the retail voting program as part of its response.
EVXL’s Take
Low retail turnout is a real problem, and the Broadridge figure Tesla cites shows most retail stock goes unvoted. A standing instruction is a reasonable fix. A version that can only point toward the board, though, works as a turnout machine for management. Tesla finished this program before the Barclays note, but if a SpaceX deal ever reaches a vote, “All Matters” holders will have handed their say to the board unless they act. If you own Tesla shares and want to enroll, pick Selection 2. It still votes with the board on pay, uncontested director elections and shareholder proposals, and it leaves contested elections and any merger, acquisition or divestiture with you. Tesla should also say whether “All Matters” is the default every voter sees. If it is, a holder who clicks Submit without changing anything ends up in the option that covers mergers.
Sources: Tesla DEFA14A filed October 19, 2026 (SEC), Tesla 2026 proxy statement (SEC), SEC Division of Corporation Finance no-action letter to Tesla, Tesla no-action request, Reuters, Quartz (citing Bloomberg)
EVXL uses automated tools to support research and source retrieval. All reporting and editorial perspectives are by Haye Kesteloo.
