Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549       FORM 8-K       CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of report (Date of earliest event reported): November 6, 2025       Tesla, Inc. (Exact Name of Registrant as Specified in Charter)         Texas 001-34756 91-2197729 (State or Other Jurisdiction of Incorporation)  (Commission File Number)  (I.R.S. Employer Identification No.)    1 Tesla Road Austin , Texas 78725 (Address of Principal Executive Offices, and Zip Code)   ( 512 ) 516-8177 Registrant’s Telephone Number, Including Area Code   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):     ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock TSLA The Nasdaq Global Select Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨           Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   (e)   A&R 2019 Equity Incentive Plan   On November 6, 2025, the shareholders of Tesla, Inc. (“ Tesla ”) approved the amended and restated Tesla, Inc. 2019 Equity Incentive Plan (the “ A&R 2019 Equity Incentive Plan ”) at Tesla’s 2025 Annual Meeting of Shareholders (the “ Annual Meeting ”) as described below in Item 5.07 to this Current Report.   The material terms of the A&R 2019 Equity Incentive Plan were previously described in the section titled “ Tesla Proposal for Approval of the A&R 2019 Equity Incentive Plan - Summary of the A&R 2019 Equity Incentive Plan ” in Tesla’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “ SEC ”) on September 17, 2025 (the “ Proxy Statement ”). Such disclosure is hereby incorporated by reference into this Current Report on Form 8-K and is filed as Exhibit 99.1 hereto.   The foregoing description of the A&R 2019 Equity Incentive Plan is qualified by reference to the A&R 2019 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.   2025 CEO Performance Award   As previously disclosed, on September 3, 2025, Tesla granted Elon Musk, Tesla’s Chief Executive Officer, a performance-based restricted stock award (the “ 2025 CEO Performance Award ”), subject to receipt of certain approvals. On November 6, 2025, Tesla’s shareholders approved the 2025 CEO Performance Award at the Annual Meeting as described below in Item 5.07 to this Current Report.   The material terms of the 2025 CEO Performance Award were previously described in the section titled “ Tesla Proposal for Approval of the 2025 CEO Performance Award - Summary of the Proposed 2025 CEO Performance Award - Overview ” in the Proxy Statement. Such disclosure is hereby incorporated by reference into this Current Report on Form 8-K and is filed as Exhibit 99.2 hereto.   The foregoing description of the 2025 CEO Performance Award is qualified by reference to the 2025 CEO Performance Award, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.         Item 5.07 Submission of Matters to a Vote of Security Holders.   At the Annual Meeting held on November 6, 2025, Tesla’s shareholders voted on the following 14 proposals and Tesla’s inspector of election certified the vote tabulations indicated below .   Proposal 1   The individuals listed below were elected as Class III directors at the Annual Meeting to serve on the Board for a term of three years or until their respective successors are duly elected and qualified.       For     Against     Abstained     Broker Non-Votes   Ira Ehrenpreis     1,594,744,259       858,829,029       15,831,288       302,456,274   Joe Gebbia     2,141,079,061       310,503,173       17,822,342       302,456,274   Kathleen Wilson-Thompson     1,924,321,801       529,031,020       16,051,755       302,456,274     Proposal 2   Proposal 2 was a management proposal to approve executive compensation on a non-binding advisory basis. This proposal was approved.   For     Against     Abstained     Broker Non-Votes   1,931,965,361       523,895,380       13,543,835       302,456,274     Proposal 3   Proposal 3 was a management proposal to approve the A&R 2019 Equity Incentive Plan. This proposal was approved.   For     Against     Abstained     Broker Non-Votes   1,942,926,670       514,568,170       11,909,736       302,456,274       Proposal 4   Proposal 4 was a management proposal to approve the 2025 CEO Performance Award. This proposal was approved.   For     Against     Abstained     Broker Non-Votes   1,892,235,822       564,940,908       12,227,846       302,456,274     Proposal 5   Proposal 5 was a management proposal for the ratification of the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved.      For     Against     Abstained     Broker Non-Votes   2,689,221,182       66,780,222       15,859,446       -     Proposal 6   Proposal 6 was a management proposal for adoption of amendments to our certificate of formation and bylaws to eliminate applicable supermajority voting requirements. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   1,309,549,644       955,682,310       181,764,443       302,456,274           Proposal 7   Proposal 7 was a shareholder proposal regarding Board authorization of an investment in x.AI Corp. While more votes were cast in favor of the proposal than against, a significant number of shareholders abstained. Since our bylaws generally consider abstention as votes against, this was not approved under the bylaw standard. As a result, given that this is an advisory vote, the Board will examine next steps in light of these voting results (including the high number of abstentions).   For     Against     Abstained     Broker Non-Votes   1,058,999,435       916,321,296       473,073,200       302,456,274     Proposal 8   Proposal 8 was a shareholder proposal regarding adopting targets and reporting on metrics to assess the feasibility of integrating sustainability metrics into senior executive compensation plans. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   216,413,542       2,223,974,663       29,016,371       302,456,274      Proposal 9   Proposal 9 was a shareholder proposal requesting a child labor audit. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   188,709,041       2,238,338,124       42,357,411       302,456,274      Proposal 10   Proposal 10 was a shareholder proposal to amend the bylaws to repeal the 3% derivative suit ownership threshold. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   611,152,245       1,821,038,859       37,213,472       302,456,274     Proposal 11   Proposal 11 was a shareholder proposal to amend Article X of the bylaws. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   378,933,020       2,049,407,756       41,063,800       302,456,274     Proposal 12   Proposal 12 was a shareholder proposal to elect each director annually. This proposal was approved.     For     Against     Abstained     Broker Non-Votes   1,328,135,664       1,118,920,427       22,348,485       302,456,274           Proposal 13   Proposal 13 was a shareholder proposal regarding a proposal, which won 54% support at our 2024 annual meeting. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   787,399,596       1,648,698,264       33,306,716       302,456,274     Proposal 14   Proposal 14 was a shareholder proposal to seek shareholder approval before adopting an amendment to the bylaws pursuant to Section 21.373 of the TBOC. This proposal was not approved.   For     Against     Abstained     Broker Non-Votes   1,205,163,451       1,234,433,868       29,807,257       302,456,274           Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.   Description       10.1   Tesla, Inc. Amended and Restated 2019 Equity Incentive Plan 10.2   Tesla, Inc. 2025 CEO Performance Award Agreement, dated as of September 3, 2025 10.3   Voting Agreement, dated as of September 3, 2025 99.1   Excerpt from Proxy Statement on Schedule 14A dated September 17, 2025 of Tesla, Inc. 99.2   Excerpt from Proxy Statement on Schedule 14A dated September 17, 2025 of Tesla, Inc. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       TESLA, INC.         By: /s/ Brandon Ehrhart     Brandon Ehrhart General Counsel and Corporate Secretary   Date: November 7, 2025