November 4, 2025—Norway’s Norges Bank Investment Management voted against both Tesla’s board proposals on executive pay, including the plan to distribute $1 trillion to CEO Elon Musk over the next decade. This year’s proxy vote is a significant test of shareholder power.
The $2 trillion fund is the world’s largest sovereign wealth fund. It has a $11.7 billion stake in Tesla, which represents just over one percent of the company’s shares.
“While we appreciate the significant value created under Mr. Musk’s visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk- consistent with our views on executive compensation. We will continue to seek constructive dialogue with Tesla on this and other topics,” the fund said in its reason for voting against Proposal 4.
‘Against’ Both Pay Proposals
Norway’s fund also voted against Proposal 3, the Equity Incentive Plan.
“The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration.”
Proxy-vote advisors Glass Lewis and Institutional Shareholder Services (ISS) have warned that the size and scope of the plan would dilute the value of existing stock.
Votes on Shareholder Proposals, Board Elections
The sovereign wealth fund supported several shareholder proposals and supported the election of Joe Gebbia for the board. Meanwhile, the fund rejected the election of Ira Ehrenpreis and Kathleen Wilson-Thompson saying:
“Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations.”
Sources:
Norges Bank Investment Management’s proxy vote on Tesla 2025:
https://www.nbim.no/en/responsible-investment/voting/our-voting-records/meeting?m=1994609
The fund’s shares and stake in Tesla as of 2025:
https://www.nbim.no/en/investments/all-investments/#/2025/investments/equities/8115/Tesla%20Inc
