Fortune | FORTUNE 07月24日 08:20
Elon Musk wants more control of Tesla so activist investors can’t boot him—but not so much the board can’t fire him if he goes ‘crazy’
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特斯拉CEO埃隆·马斯克在近期财报电话会议上表示,其13%的特斯拉持股比例令他担忧可能被激进股东逼宫。他承认,公司董事会应该有能力在他“失控”时将其解雇。马斯克希望在即将召开的股东大会上解决这一问题。目前,特斯拉设有“超级多数投票要求”以防御激进股东,但董事会承诺取消此条款却因股东参与度不足未能实现。此外,文章还提到了特斯拉的财务表现、Robotaxi项目、AI训练能力以及股东对其CEO政治立场影响的担忧。

💡 马斯克担忧13%持股不足以抵御激进股东,希望在股东大会上解决控制权问题。他认为,董事会应有权在他“失控”时解雇他,但又不想失去足够的控制权。

📈 马斯克希望将特斯拉持股比例提高到25%,以巩固控制权并应对其在人工智能、自动驾驶和机器人领域的发展。目前其13%的股份价值约1390亿美元。

🛡️ 特斯拉目前的防御机制包括“超级多数投票要求”,即需要三分之二的股份支持才能通过决议,以此抵御激进股东。尽管董事会承诺取消该条款,但由于股东参与度不足未能实现。

⚖️ 特斯拉于2023年修正了公司章程,允许持股3%且持有至少三年的股东提名董事。此举旨在赋予股东更多权力,但相较于激进投资者通常针对小型公司的情况,特斯拉的规模和股权结构更为复杂。

📉 特斯拉第二季度财报显示,营收同比下降12%,运营利润下降42%,自由现金流大幅下滑89%,但仍保持盈利。尽管交付量有所下降,公司在Robotaxi试点和AI训练能力方面取得进展。

Tesla CEO Elon Musk just confessed that he thinks his 13% ownership stake in the electric vehicle manufacturer leaves him vulnerable to activist shareholders who could move to oust him from the $1 trillion company. Still, he admitted he shouldn’t have so much control over Tesla that the board can’t fire him if he goes “crazy,” he said during an earnings call on Wednesday. 

“It is a big deal—I don’t want to find I have so little control I can be easily ousted by activist shareholders,” Musk said. “That is a major concern to me as I’ve mentioned in the past and I hope that is addressed at the upcoming shareholders meeting.”

Musk owns 13% of Tesla, a stake currently valued around $139 billion. He has previously stated he wants to own 25% of the electric vehicle manufacturer as it further expands into AI with unassisted Full Self Driving and robotics. Such a stake would be worth about $267.5 billion and would eclipse holdings by large institutional investors in Tesla such as Vanguard and Blackrock. Musk has worried in the past about the influence of activist investors or proxy advisory firms steering Tesla down the wrong long-term path at the expense of short-term pressures. 

However, Tesla currently maintains a defensive position against activists. Its bylaws call for what is termed a supermajority vote requirement, meaning shareholder votes must achieve support from two thirds of all outstanding shares (66.67%) rather than a simple 50% majority in order to pass. The board committed last year to Tesla shareholders that it would eliminate the supermajority vote requirement, but it hasn’t been able to muster enough investor participation. 

Tesla amended its bylaws in 2023 to provide shareholders with proxy access rights, meaning a shareholder or group of shareholders owning 3% or more of Tesla for at least three years can nominate directors to Tesla’s board. A stake that size would be valued at more than $20 billion. Securities and Exchange Commission rules require activist investors to disclose their stakes in company stock once they reach 5%, which is also the point where an activist can typically gain credibility with the board. A 5% stake in Tesla is worth more than $30 billion. In comparison, legendary activist investor Nelson Peltz took on the Walt Disney board after building a stake valued at about $3.5 billion at its peak. Activist investors often typically target small-cap publicly traded companies

Tesla did not immediately respond to a request for comment. 

Musk shared his view on his ownership stake in response to an analyst’s question about how comfortable the CEO was in evolving Tesla in new directions with only the 13% stake. Musk pointed the annual shareholder meeting, which will be held November 6, as a potential issue to get aired out then. 

“I think that, as I’ve mentioned before, I think my control over Tesla should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy,” he said. 

Musk has been working without a base salary or annual bonus for years, after the Tesla board granted him a moonshot pay package once valued as high as $56 billion—the highest for a publicly traded CEO. However, that pay package was twice rescinded by a judge and Tesla has announced it formed a board committee to hash out next steps. With the delay in Tesla’s annual shareholder meeting, the company has not yet published a proxy report to shareholders, which typically includes executive compensation disclosures. 

Tesla reported mixed results in its second quarter financials on Wednesday. Revenue declined 12% year-over-year to $22.5 billion, its worst revenue performance in the past decade. Operating income dropped 42% year-over-year to under $1 billion, although Tesla was still profitable with $1.2 billion in GAAP net income. Meanwhile, free cash flow cratered 89% year-over-year to $146 million, compared to $1.3 billion during the same quarter last year. 

Deliveries were down 13% to 384,122, although there were some major developments noted. 

Tesla launched its much-ballyhooed Robotaxi pilot in Austin, and it boosted its AI training capacity. Separately, Tesla opened a new diner and drive-in theater at a mega charging station in Hollywood this week. 

Tesla executives did not address speculation about a Tesla investment in Musk’s xAI, nor did they address questions from retail investors about Musk’s involvement in politics and its impact on Tesla’s value.

Retail investors post questions on an open platform for Tesla shareholders called Say in advance of the earnings releases. Many related to Musk had to do with his compensation and the board’s plan to oversee Musk’s future political moves. 

“Elon the person has freedom of speech,” wrote one shareholder representing 47,000 shares. “The brand ambassador of Tesla does not. What is the board doing to distance Tesla from the private actions of its CEO?”

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埃隆·马斯克 特斯拉 公司治理 股东大会 激进股东
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