Elon Musk’s $56 billion Tesla pay package to get ‘no’ vote from Norway’s sovereign wealth fund

“We remain concerned about the total size of the award, the structure given performance triggers, dilution, and lack of mitigation of key person risk,” Norges Bank Investment Management – the official name of the fund – said in a statement Saturday. 

The vote at next week’s AGM will be the second time Musk’s pay package has been put before shareholders. A judge voided an initial vote that approved the package in 2018. Proxy advisers Institutional Shareholder Services and Glass Lewis & Co. have recommended investors reject the proposal.

NBIM also voted against the pay package in 2018, though about three-quarters of investors backed it at the time. A Delaware judge voided the deal earlier this year, saying investors weren’t fully informed of key details.

The decision is “consistent with our vote on the same award in 2018,” the Norwegian fund said, adding it will “continue to seek constructive dialog with Tesla on this and other topics.” 

The outcome of the shareholder vote is only advisory, though a loss would be a major embarrassment to Tesla’s board and to its top executive. Musk has also threatened to build products outside of Tesla if he can’t increase his equity holdings in the company, something the pay deal would allow him to do.

While NBIM said it would vote in favor of a management proposal to move the company’s corporate home to Texas from Delaware, it plans to back a shareholder proposal calling on Tesla to adopt new policies related to collective bargaining and freedom of association.

The latter proposal, a response to an almost seven-month long strike by Swedish Tesla technicians, is being supported by several of the Nordic region’s biggest asset owners. Tesla has urged shareholders to vote against it, saying “the company is already committed to protecting its employees’ rights.”

NBIM owned a 0.98% holding worth $7.72 billion in Tesla as of the end of 2023, according to its website. It issues its voting intentions five days before the AGMs of the companies it invests in.