“Without Elon, Tesla could lose significant value, as our company may no longer be valued for what we aim to become,” Denholm wrote, adding that Musk’s “time, talent and vision … have been essential to delivering extraordinary shareholder returns.”
If shareholders do not support the pay package and “fail to foster an environment that motivates Elon to achieve great things through an equitable pay-for-performance plan, we run the risk that he gives up his executive position,” she added.
In her letter, Denholm posed a direct question to investors: “Do you want to retain Elon as Tesla’s CEO and motivate him to drive Tesla to become the leading provider of autonomous solutions and the most valuable company in the world?”
Shareholders have until 11:59 p.m. ET on Nov. 5 to cast their votes. The outcome could determine not just the future of Musk’s role at Tesla, but the company’s path as it seeks to lead in AI, autonomous vehicles, and robotics.
“The bottom line is simple: Elon is rewarded only if and when he delivers extraordinary performance that benefits all Tesla shareholders,” Denholm wrote.
For this story, Fortune used generative AI to help with an initial draft. An editor verified the accuracy of the information before publishing.



