Tesla’s board of directors has announced that it will convene the annual general meeting on Nov. 6, nearly four months later than required under Texas state laws. The company had warned at the end of April that it would fail to meet the usual deadline.
Critics say this attitude represents a lack of accountability toward shareholders. Charles Elson, a leading expert on corporate governance, believes that Tesla’s directors are abrogating shareholder voting rights, which is a core principle in the US system of capital formation.
Elson, who resigned from his consulting role with Holland & Knight to avoid interest conflicts, argues that delaying an annual meeting without a valid reason can have serious consequences. “The law has to be equally and neutrally applied,” he said. “There aren’t special exceptions for special people.”
Tesla’s decision has sparked criticism from institutional investors representing $1.5 trillion in assets under management, who called on the board to immediately disclose the date. The company had first admitted that it had failed to file its definitive proxy statement within the normal time frame but did not cite a reason for the delay.
Unless shareholders mount a legal challenge to the later date, there are no repercussions for the company. Elson fears that this attitude waters down the spirit of capitalism and lessens the likelihood of investing in equities. He argues that shareholder voting is essential to ensure accountability and that disenfranchised investors may seek contractual protection through debt-based financing systems.
The delay has also raised questions about the effectiveness of Tesla’s board of directors, led by chair Robyn Denholm. Elson pointed out that a recent proposal to erect a special board oversight committee was shot down by CEO Elon Musk, highlighting the need for stronger corporate governance.
Source: https://fortune.com/2025/07/11/tesla-elon-musk-board-of-directors-annual-shareholder-meeting-november-corporate-governance