Norway’s sovereign wealth fund, Tesla’s sixth-largest outside investor, said on Tuesday it would vote against ratifying a proposed pay deal for CEO Elon Musk potentially worth $1 trillion.
Musk’s pay package is still seen as likely to win, given broad investor support in the past and the backing Tesla enjoys from its large retail shareholder base. Laws in Texas, where Tesla moved its headquarters last year, allow Musk to vote his own large stake, giving him 15.3% of voting power including restricted stock granted in August.
The opposition from stewardship-minded Norges Bank Investment Management, opens new tab was no surprise. But its direct criticism of the compensation and planned votes against two Tesla board directors add uncertainty to the outcome of a ballot set for Thursday, corporate governance experts said, and underscore how other European investors may also turn against the electric-vehicle maker.
CHAIR WARNS MUSK COULD QUIT
Tesla did not respond to requests for comment.
Tesla’s board is pushing for shareholders to approve the plan, with Chair Robyn Denholm warning that Musk could leave the $1.5 trillion market cap firm if the deal is rejected.
“European voters are much more likely to be swayed by where Norges goes, because of the general support of ESG (environmental, social and governance) principles and concerns into their investment philosophy,” said Francis Byrd, a partner at consulting firm Alchemy Strategies Partners.
Byrd and several other consultants said they expect Tesla’s recommendations to prevail at the meeting, since top investors have stuck with him so far. With a 1.12% stake in Tesla, the Norwegian firm known as NBIM is the only one of Tesla’s top-10 outside investors to disclose its voting intentions ahead of the meeting so far.
They also noted how big U.S. investors are under pressure from the Trump administration to apply less public pressure on companies. That could make it harder to know if there is much opposition until the day of the meeting, said Karla Bos, an independent governance consultant in Arizona.
“Less predictability is the watchword for 2025, and certainly for complicated votes like at Tesla,” Bos said.
After NBIM, the next-largest investor to disclose its voting intentions is Schwab Asset Management. A Schwab spokesperson told Reuters via email on Tuesday that it will support Musk’s performance award as one that “aligns both management and shareholder interests.”
Schwab is Tesla’s 15th-largest outside investor, with a 0.56% stake as of June disclosures. Another firm backing Musk’s pay proposal is Baron Capital, which has 0.39% of Tesla’s shares. Tesla’s largest institutional investors, including BlackRock, Vanguard and State Street, have yet to disclose their intentions.
Among other large European investors in Tesla, representatives for Legal & General Investment Management of London and Amundi Asset Management of Paris declined to comment. Each has about 0.6% of Tesla shares.
Proxy advisers ISS and Glass Lewis have both urged shareholders to reject Musk’s compensation plan, arguing it would be too large, deliver high payouts even if the CEO only meets some goals and could dilute the holdings of other investors. Both also opposed a re-ratification vote last year on a 2018 $56 billion package for Musk.
