Investing.com -- Tesla Inc (NASDAQ:TSLA) faces one of the most consequential moments in its history Thursday as shareholders prepare to vote on CEO Elon Musk’s proposed $1 trillion compensation plan, a decision that could shape both the company’s leadership and its future in artificial intelligence and robotics.
Wedbush: “We Expect the Pay Package Passes”
Ahead of the highly anticipated meeting, Wedbush’s Dan Ives reiterated his Outperform rating and $600 price target, saying he expects “overwhelming shareholder approval” of the plan despite pushback from proxy advisors ISS and Glass Lewis.
Tomorrow is “a big day for Musk and Tesla,” Ives wrote Wednesday. “We expect a loud and clear message to Elon being a ‘wartime CEO’ during this most important chapter of growth in Tesla’s history as the AI revolution is here.”
Ives said Tesla’s updated long-term incentive package is designed to retain and motivate Musk by linking his compensation to “extraordinary financial returns” and aggressive new milestones, including 1 million robotaxis, 1 million Optimus robot deliveries, and 20 million vehicles produced.
If the plan is approved and all targets are met, the plan would grant Musk 423 million shares, or roughly 12% of Tesla’s outstanding stock, lifting his ownership to about 25% voting power. The package also introduces ambitious profit targets, beginning with $50 billion in adjusted EBITDA and climbing higher over time.
“The biggest asset for Tesla is Musk,” Ives wrote, calling the pay plan “a smart move by the Board” to keep him focused on autonomy and robotics. He added that he expects approval of both the pay package and a related strategic investment in Musk’s xAI, a move that would deepen Tesla’s AI integration and further turns Tesla into “an AI juggernaut.”
Morgan Stanley: What if the Vote Fails?
While most on Wall Street anticipate a green light, Morgan Stanley’s Adam Jonas warned the outcome isn’t guaranteed.
In an October 30 note, Jonas outlined what could happen if shareholders reject the proposal, calling the vote “one of the most important events in the history of the company.”
A failed vote, he wrote, could be seen as a “vote of no confidence” in Musk’s leadership, potentially trigger a 10% or greater selloff, and raise serious concerns about succession and Tesla’s strategic direction.
“Investors should anticipate Mr. Musk to reiterate his reservations about leading Tesla into dual-purpose robotics and AGI without having a blocking minority,” Jonas said, referring to Musk’s desire for 25% voting control to secure his leadership position.
Munster: “It’s Personal for Musk”
Gene Munster of Deepwater Asset Management echoed the view that the stakes go far beyond money. “While the $1 trillion in potential payouts grabs headlines, what’s at stake goes beyond compensation, it’s about control of the company,” he said.
Munster expects the plan to pass, but warned that if it doesn’t, Musk’s involvement at Tesla would decline “meaningfully.” He noted that Musk has been “purposefully vague” about what he’d do in the event of a ‘no’ vote, but his recent comments show the issue has become personal.
At Tesla’s last earnings call, Musk said he “doesn’t feel comfortable building a robot army and then being ousted because of some asinine recommendations from ISS and Glass Lewis,” likening the proxy advisors to "corporate terrorists," a remark Munster said underscores the emotional weight of Thursday’s decision.
Institutional Divide
The vote has sharply divided institutional investors.
Major pension funds like CalPERS and Norway’s sovereign wealth fund have announced opposition, citing concerns over dilution and governance. Meanwhile, Charles Schwab Asset Management said Tuesday it will vote in favor of the package, describing it as aligned with shareholder value and long-term performance.
It has also divided major proxy firms, with ISS and Glass-Lewis urging investors to vote against the pay package, while Egan-Jones recommended voting for it.
Tesla Chair Robyn Denholm has warned that rejecting the plan could risk Musk’s engagement. “If we fail to foster an environment that motivates Elon… we run the risk that he gives up his executive position, and Tesla may lose his time, talent, and vision,” she wrote in a letter to shareholders last month.
A Defining Moment
For both bullish investors and skeptics, Thursday’s meeting represents a defining inflection point.
If the plan is approved, Musk would tighten his grip on Tesla just as the company pushes into AI, robotics, and autonomy, reinforcing his central role in the company’s next phase.
If it fails, analysts warn the result could be destabilizing, potentially shaking investor confidence and introducing fresh uncertainty about who leads Tesla into its AI-driven future.
Either way, as Ives put it, this is “the most important chapter of growth in Tesla’s history.” Tomorrow, shareholders will decide who writes it.
