Unconfirmed until a proxy is filed
What is known, and what would have to be voted.
Two special committees are looking. Nobody has published terms. This page stays inside the filings, the Texas statute, and the certificate of formation already on EDGAR.
What the filings say
The TSLA issuer’s Form 10-Q for the quarter ended September 30, 2026, filed October 22, 2026, says:
The Tesla board of directors has formed a special committee (the “Special Committee”) comprising disinterested directors to explore deepening Tesla’s relationship with SpaceX, which could be through certain arrangements including without limitation a business combination (a “Transaction”). While there could be merits to a Transaction, there is no assurance that any such Transaction will be consummated, as a Transaction would be subject to, among other things, the affirmative recommendation of the Special Committee and, if agreed upon, any necessary shareholder approval.
Tesla Form 10-Q, Item 5 · filed October 22, 2026
SpaceX’s Form 10-Q, also filed October 22, 2026, says:
As announced on our earnings call on October 20, 2026, our board of directors has formed a special committee to evaluate a potential combination between SpaceX and Tesla, Inc. ("Tesla"). The board of directors of Tesla has also formed a special committee. No determination by our special committee has been made regarding any potential combination, and any potential combination would be subject to further approval by our special committee, our board of directors and our controlling shareholder.
SpaceX Form 10-Q · filed October 22, 2026 · quarter ended September 30, 2026
What is not in those filings
- No price, exchange ratio, or structure.
- No names of the committee members, in the paragraphs quoted above.
- No proxy, no record date, and no meeting date for a combination.
- No statement of which vote — Texas default, charter, exchange rule, or something else — would apply.
The likely threshold
Unconfirmed for this transaction
Texas Business Organizations Code section 21.457 says that, except as the code or the certificate of formation provides, approval of a fundamental business transaction takes the affirmative vote of at least two-thirds of the outstanding shares entitled to vote on it. Section 21.365 lets a certificate set a different portion, but not below a majority.
TBOC § 21.457 · TBOC § 21.365 · statute text as published by the Texas Legislature
The certificate of formation signed June 13, 2024, the day of the conversion to Texas, says in section 4.3(a), subject to preferred-stock rights, the bylaws, and Article IX:
the vote of shareholders holding a majority of the shares of stock entitled to vote on the matter then outstanding shall be sufficient to approve, authorize, adopt, or to otherwise cause the Corporation to take, or affirm the Corporation’s taking of, any action, including any “fundamental business transaction” as defined in the TBOC.
Certificate of formation, Exhibit 3.1 · signed June 13, 2024
Article IX of that same certificate is narrower than a merger. It requires the affirmative vote of at least 66 2/3% of the voting power of shares entitled to vote generally in director elections in order to amend, or adopt something inconsistent with, Article V, Article VI, Article VII, or Article IX. Those articles cover the board, who may amend the bylaws, meeting mechanics, and the amendment rule itself. The November 6, 2025 proposal to eliminate applicable supermajority requirements was not approved (1,309,549,644 for; 955,682,310 against; 181,764,443 abstained; 302,456,274 broker non-votes.).
Tesla 8-K reporting the November 6, 2025 annual meeting
Do not treat the charter sentence as the rule for a deal that does not exist yet.
The form of any transaction is unknown. Preferred stock, a class vote, an exchange rule, or a later charter amendment could change the math. The proxy for that meeting is the document that states the standard. Until it is filed, the majority-of-outstanding reading is a reading of the June 13, 2024 certificate, not a confirmed voting item.
Why abstentions and silence matter
On a “majority of the shares then outstanding” standard, the denominator is shares outstanding, not shares that showed up. A yes vote is what counts toward the numerator. An abstention, a broker non-vote, and a share that is never returned do not add a yes. For getting over that line, they work like a no. They are not rewritten as “against” on the inspector’s sheet.
Broker non-votes are the column Tesla’s meeting 8-Ks use for shares a broker did not vote. They are not yes votes in those tables.
Shares outstanding are a separate, dated figure. The September 30, 2026 balance sheet is presented in millions and reports common stock of 3,953 and 3,751 shares issued and outstanding as of September 30, 2026 and December 31, 2025. Par on that line is $4 million and $3 million. At the certificate’s $0.001 par value, 3,953 million shares produce about $4 million of par, which matches the line. This page reads the figure as 3,953 million shares outstanding as of September 30, 2026. It is not a record date for any combination vote.
Form 10-Q balance sheet · as of September 30, 2026 · par value in the certificate
The xAI lesson
Proposal 7 was a shareholder proposal on board authorization of an investment in x.AI Corp. The 8-K says more votes were cast in favor than against, but the proposal was not approved because the bylaws generally treat abstentions as votes against.
Certified counts: 1,058,999,435 for; 916,321,296 against; 473,073,200 abstained; 302,456,274 broker non-votes.
Tesla 8-K reporting the November 6, 2025 annual meeting · meeting November 6, 2025
That proposal was advisory, and its counting rule was the bylaw standard the 8-K describes. A combination, if one is proposed, may use a different standard. The useful point is narrower: more yes votes than no votes is not always enough when abstentions count against the proposal, or when the hurdle is a majority of every share outstanding.