Tesla (TSLA) got the SEC’s blessing today to let retail shareholders sign up for a standing instruction that automatically votes their shares the way Tesla’s board recommends, at every meeting, until they cancel it. The timing is hard to ignore. Tesla still hasn’t scheduled its 2026 annual meeting, and Elon Musk keeps teasing a SpaceX merger that could hand him a big chunk of his $1 trillion pay package without hitting a single operational goal. What the SEC approved Tesla’s general counsel Brandon Ehrhart and Sullivan & Cromwell sent the SEC’s Office of Mergers and Acquisitions a no-action request dated September 29. The SEC signed off the same day. A footnote in Tesla’s letter explains the quick turnaround: it followed “months-long” discussions with SEC staff. Tesla calls it an “Issuer Voluntary Retail Voting Program.” Retail investors opt in, and from then on their votes are submitted “based on the recommendation of the company’s board of directors.” That’s the only instruction on the menu. There’s no option to vote against the board or to follow any other policy. Advertisement - scroll for more content Participants pick one of two scopes: every matter, or every matter except contested director elections and mergers, acquisitions, or divestitures that require a shareholder vote. Under the first option, a retail holder’s shares would back the board on a merger automatically. The votes are cast as soon as Tesla files its definitive proxy with the SEC, which is before shareholders even receive the proxy statement. Participants can still override any proposal or opt out for free, and they get a reminder at least once a year. Robinhood CEO Vlad Tenev celebrated the approval on X, saying Robinhood was “proud to work with the outstanding team at Tesla to help make this happen” and calling it “a voting program that empowers retail investors.” Tesla’s letter describes broker-run “Hubs” where investors could enroll in every participating company’s program in one go. Tesla isn’t the first. ExxonMobil got similar relief in September 2025, and Tesla says more than 100,000 Exxon shareholders had enrolled by March. Goldman Sachs got its own letter yesterday. But Tesla wrote its request as a “framework,” and the SEC agreed the relief applies to any company that runs the program the same way. Why retail votes matter so much at Tesla Tesla’s pitch is that retail investors are underrepresented. It cites Broadridge data showing retail investors voted only 28% of their shares in the 2025 proxy season, compared to 76.6% for institutions. It also says it spent more than $2 million on proxy solicitors alone to get retail votes out at its last two annual meetings. Those retail votes are the ones that decide close calls at Tesla. Last year, proxy advisers ISS and Glass Lewis told institutions to vote against Musk’s new pay package, and it passed anyway on the back of retail support. The xAI vote at that same meeting is the better example. Shareholders put forward a proposal for Tesla to invest in Musk’s AI startup, and the board made no recommendation. It got about 1.06 billion votes for and 916 million against, but more than 473 million shares abstained. Tesla counts abstentions as votes against, so it failed. Tesla invested $2 billion in xAI anyway in January. A few weeks later, SpaceX took over xAI, and Tesla’s stake turned into SpaceX stock. And Tesla’s new letter doesn’t say what a standing instruction does when the board declines to make a recommendation, like it did on xAI. The meeting Tesla hasn’t scheduled Tesla’s last annual meeting was November 6, 2025. In an amended 10-K filed on April 30, Tesla said its board “has not yet established the date of the 2026 annual meeting of shareholders” and that the proxy would come late. Five months later, there’s still no proxy on EDGAR. This isn’t new. Tesla also pushed its 2025 meeting to November and only set a date after shareholders publicly pressed the board over the delay. Under Texas law, where Tesla reincorporated in 2024, a shareholder can ask a court to order a meeting once 13 months pass without one. For Tesla, that’s early December. The SpaceX merger and Musk’s pay Musk has been hinting at a Tesla-SpaceX merger for months. On Tesla’s Q2 earnings call in July, he said the companies have “more and more overlap,” but “we can’t talk about combining companies and that kind of thing on a call.” A week later, the WSJ reported that Tesla was weighing a sale of its China business to clear the way for a deal. SpaceX, which went public in June, is now worth about $2 trillion. Tesla was worth about $1.47 trillion last week. Musk owns about 20% of Tesla, but he controls over 80% of the voting power at SpaceX. Now look at the change-in-control clause in Musk’s 2025 CEO Performance Award. The award is 12 tranches of 35,311,992 shares each. Normally, each tranche needs a market cap milestone, starting at $2 trillion, plus an operational goal like 20 million vehicles, 1 million Optimus robots, or 1 million robotaxis in commercial operation. In a change in control, the operational goals are dropped. Tesla measures market cap solely at the greater of the last closing price or the per-share price paid in the deal, with no six-month average required. Any tranche that hits its mark vests right away. As we explained in May, that means a SpaceX takeover of Tesla at a price that values Tesla at $2 trillion would earn Musk his first tranche without Tesla delivering a single robotaxi. With roughly 3.95 billion Tesla shares outstanding, that’s about $506 per share, or around a 36% premium to last week’s price. Musk would be on both sides of that price negotiation. And whatever deal comes out of it would need a shareholder vote, where a growing pool of retail shares could already be committed to whatever the board recommends. Electrek’s Take The problem Tesla says it’s solving is real. Retail investors don’t vote, and that’s a problem for any company with as many small shareholders as Tesla. But look at the fix. It’s a one-way switch. You can pre-commit your shares to the board, but you can’t pre-commit them against the board or hand them to an independent policy. If Tesla really wanted to make retail voting easier, it would offer both. It doesn’t. And that board isn’t independent in any sense that matters here. It pushed the $1 trillion pay package through over the objections of both major proxy advisers, and it approved the xAI investment after shareholders turned it down. So Tesla now has the SEC’s green light to lock in retail votes, an annual meeting it hasn’t scheduled, and a CEO hinting at a merger that would pay him on market cap alone. We can’t say for sure that these are connected. But Tesla is going to have to answer that question, and it should do it before shareholders are asked to vote on a deal with SpaceX. If you hold TSLA through a broker that starts pushing this program, read the fine print before you tap “opt in.” If you care about who controls your energy costs, home solar and batteries are the most direct way to take some of that control back. With electricity rates up almost 10% last year and expected to keep climbing, going solar is one of the best ways to protect yourself against rising costs. 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