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Comment by constantcrying | Hacker News Reader

Huge vote of confidence for Musk. Also remember that Musk is paid in shares, the vote was whether he should get a significantly increased influence in Tesla.

Curious what will happen to the court case. Can a court control a company against the repeated votes of share holders?

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I guess the point here is that a huge percentage (7% just for Vanguard) of votes was not decided by the actual share holders. These shares are passively invested because Tesla is included in indexes like S&P 500. So the decision on the 7% of the votes was made by a few Vanguard execs. I'm not arguing for or against the decision, just stating the fact that it is much easier to convince a few Vanguard managers instead of 7% of the actual share holders.

Yes, but Vanguard is very large and has a significant interest in the success of Tesla. This certainly wasn't a decision they took lightly and their vote in favor of Musk shows that they have a significant amount of trust in him.

For the record, Vanguard also has significant interest in the success of all Tesla competitors that are part of the index.

Did Vanguard officially stated that they have "significant amount of trust in Musk"? They are not Cathy Woods.

>Vanguard also has significant interest in the success of all Tesla competitors that are part of the index.

They don't really. They own GM and Ford stock, in smaller quantities, nothing from the other largest auto makers. Do you know something I am not aware of?

Vanguard just tracks indexes. Indexes that include all publicly traded auto manufacturers in the world. E.g. Toyota: https://www.morningstar.com/funds/xnas/vtiax/portfolio

Most of Vanguard is a large bureaucracy with two goals: accurately track an underlying index and keep the cost low. They do have some actively managed funds but those are insignificant compared to their passive funds.

I actually think that for VTSAX manages, the fact that they have to vote is sort of a liability for them. My guess is that they would rather not vote at all. They own the whole market anyway, and should only care about tracking the underlying index as accurate as possible with as low fees as possible, its bureaucratic. Now they have to publicly vote in a dubious popularity contest and take sides in a battle they don't care about.

Interestingly enough, Vanguard voted against the package originally in 2018, and Black Rock voted for it (according to nytimes https://www.nytimes.com/2024/06/12/business/tesla-elon-musk-...)

    Tesla’s second-largest shareholder, Vanguard, voted against the pay deal in 2018. BlackRock, the third largest, voted for it. Both declined to say how they were voting this time.

Can a court control a company against the repeated votes of share holders?

Can a shareholder vote overturn a court decision? No. So what is the practical impact here? It doesn't change a board without outsiders, which was one problem with the pay package. It doesn't retrofit an arms-length negotiation, which was another problem. This isn't a new incentive agreement because crafting a replacement with the same outcome and same tax impacts is not possible. As far as I can tell Elon can't collect on the incentives, which also means shareholders take no hit on dilution, yet.

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