Butera said he’s disappointed in the outcome because he thinks the proposal would have helped Tesla advance its “mission of accelerating sustainability,” which he views as vital to the world. He told Fortune he doesn’t want to see the company “jeopardized by unnecessary forays into the endless friction of human politics. The Tesla brand, and its mission, should stay above that fray.”
“I hope Tesla’s board at least takes note of my proposal’s intent and the investor interest in the concept,” Butera wrote in an email. “They can exclude my proposal from the ballot on technical grounds, but the issue remains—political perceptions are still harming the Tesla brand, reducing sales, and stressing government relations. I hope the board will find a way to improve that.”
The Tesla board argued in its letter to the SEC that the proposal sought to “micromanage” the company and that Tesla itself lacks the power or authority to implement such a measure. In its reply, the commission agreed that the proposal was micromanagement and told Tesla it would not recommend any enforcement action if the board omitted it from its proxy materials. It didn’t comment on the second prong of the board’s argument to exclude the proposal.
“In reaching this position, we have not found it necessary to address the alternative basis for omission upon which the Company relies,” the SEC’s review team wrote in a letter to Xuehui Cassie Zhang. Zhang is the associate general counsel at Tesla.
Tesla did not immediately respond to a request for comment.
“Calling the proposal ‘micro-management’ seems ironic because my proposal was trying to address a nearly existential problem for the company,” Butera said. “Hopefully it at least gives pause for management and the board and encourages them to seek their own solutions to the problem.”
Tesla’s board told investors in preliminary proxy materials that enforcing the tenets of the proposed policy could require the company “to violate state laws, including those that limit the ability of a company to regulate the political speech of their employees.” The board included that recommendation in pre-proxy materials prior to the SEC’s issuance of its letter. A definitive proxy will soon be distributed to investors and filed publicly.
Butera previously told Fortune he submitted the proposal after sending a letter to the board in October 2024 outlining his concerns and not getting a response.
