Tesla Faces Pressure Campaign From Activist Shareholders

Tesla beat back most proposals by activist investors that sought to pressure the company and its chief executive, Elon Musk, to change the way they treat workers and disclose more about how they lobby government officials.

Only one shareholder proposal prevailed, according to preliminary results announced by the company. It will allow large shareholders to nominate alternate members of the board of directors, a common practice among large corporations. Tesla has often faced criticism that its board lacks diversity and people willing to stand up to Mr. Musk.

Proposals required a two-thirds majority to be adopted. The company did not announce vote tallies Thursday at the company’s factory in Austin, Texas, saying it will provide results in the coming days.

Tesla is widely credited with pioneering the market for electric cars and putting the auto industry on a path to greatly reduce its greenhouse gas emissions. But the company has been accused of racial discrimination at its California factory and of union busting, and it has been criticized for having a board stacked with people who are close to Mr. Musk. In May, Standard & Poor’s removed Tesla from the S&P 500 ESG Index, a listing of companies that meet certain environmental, social and governance standards.

“No one doubts the seismic historic achievements that Tesla and Musk have made,” Daniel Ives, an analyst at Wedbush Securities, said before the meeting started. But he said investors were concerned about Mr. Musk’s aborted bid for Twitter, growing competition in the electric vehicle market and production problems at Tesla.

“Musk has had a magic carpet ride, but you’re starting to see some frustration among investors,” Mr. Ives said.

In recent years, activist shareholders have been trying harder to change the behavior of Tesla and other companies, in some cases with support from big investors like BlackRock and Vanguard. But that movement has led to a backlash by conservative lawmakers and some corporate executives. In May, Mr. Musk called ESG “an outrageous scam.”

Last year, Tesla faced five proposals from activist investors, all of which lost.

Tesla management opposed all eight resolutions presented on Thursday. A proposal by the board for a three-to-one stock split won support from shareholders, and will make Tesla shares, which currently trade at more than $900, easier for individuals and employees to buy.

The shareholder resolutions included a measure that asked Tesla to disclose more information about whether its government lobbying aligns with efforts to limit climate change. “Tesla is a notable laggard when it comes to environmental, social, and governance-related disclosure,” said the resolution, which was submitted by the Nathan Cummings Foundation and the Green Century Equity Fund.

The New York State Common Retirement Fund, which manages the pension plan for state employees, filed a resolution asking management to file an annual report on its efforts to prevent racial discrimination and sexual harassment. The California Department of Fair Employment and Housing sued Tesla in February after receiving what it said were hundreds of complaints from employees who said they were subject to racial slurs, assigned physically arduous work and denied transfers and promotions.

In a response to the resolution, Tesla said it did “not tolerate discrimination, harassment, retaliation or any mistreatment of employees in the workplace or work-related situations.”

Mr. Musk did not directly address the shareholder criticism when he spoke after the official part of the meeting had ended. Instead, he announced that Tesla had recently produced its three millionth vehicle and had become solidly profitable. Just 10 years ago, he said, Tesla produced only a few thousand cars and was given little chance of survival.

“I think it’s going to go up from here,” he said.

Tesla maintains that its mission is “to accelerate the world’s transition to sustainable energy.” But shareholders have become increasingly critical of other aspects of the company’s and Mr. Musk’s behavior.

Several shareholder proposals were endorsed by Institutional Shareholder Services, which advises large investors on how to vote at annual meetings. That included the proposal allowing shareholders to nominate alternate candidates to the board.

Tesla has often faced criticism that its board, whose members include Kimbal Musk, Elon Musk’s brother, has been unable to restrain the chief executive from doing or saying things that damage the automaker.

In a response, Tesla said that it had added more independent directors in recent years and that allowing shareholders to nominate members “could be exploited by corporate raiders.”

Shareholder proposals have received significant support in the past. Last year, 46 percent of shareholders voted in favor of a proposal challenging a Tesla policy that requires employees to resolve complaints of discrimination and sexual harassment before an arbitrator rather than in court. The resolution was filed by Nia Impact Capital in Oakland, Calif.

The New York chapter of the Sisters of the Good Shepherd filed a resolution this year asking Tesla to do more to ensure it is not using cobalt mined by children in the Democratic Republic of Congo.

Kristin Hull, the chief executive of Nia Impact Capital, said activist investment firms like hers were taking the lead in confronting Tesla management while big institutional shareholders, with far more clout, had stayed in the background.

“It’s the smaller asset managers and women-led asset managers and the nuns that are leading this,” Dr. Hull said. The big shareholders, she said, “just have to pick up the phone.”

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