Elon Musk Has Said He Wants 25% Voting Control of Tesla to Feel Comfortable Leading Its AI Push. Here's What That Threshold Means for Shareholders.

Back in 2024, Tesla (NASDAQ: TSLA) CEO Elon Musk wrote a series of posts on X, saying that he needed 25% voting control of Tesla to feel comfortable leading it into its new era as an artificial intelligence (AI) and robotics company.

He hasn't reached that threshold yet, but he's getting close. Musk recently exercised options to boost his voting power to nearly 20%, up from 13%. Here's what it means for Tesla shareholders as Musk approaches a 25% controlling interest in the company.

Tesla CEO Elon Musk. Image source: The White House.

What Musk said and why it still matters

Musk wrote on X a couple of years ago that he is "uncomfortable growing Tesla to be a leader in AI & robotics" without having 25% voting control, saying, "If I have 25%, it means I am influential but can be overridden if twice as many shareholders vote against me as for me. At 15% or lower, the for/against ratio to override me makes a takeover by dubious interests too easy."

Musk has touted Tesla's focus on self-driving and its Robotaxi and Optimus humanoid robot as the company's future, and he wants a controlling interest so he can set Tesla's direction with minimal interference.

At face value, there's nothing unusual for a CEO wanting control over a company's direction. The potential problem for shareholders is that Tesla is in the midst of a massive transition from an electric vehicle company to a robotics and AI company. And it's risky.

So far, Tesla has built only hundreds of its Optimus robots (which are still not available for purchase), and its self-driving service is in the test phase in a limited number of cities. Meanwhile, some of the goals laid out in Musk's nearly $1 trillion pay package include selling 1 million robots and having 1 million Robotaxis on the road.

And Tesla hasn't performed all that well over the past couple of years. The stock is up just 51% since Musk's 2024 comments -- less than the S&P 500's 62% returns over the same period.

Musk recently increased his ownership stake in Tesla to an estimated 20%, so he's getting much closer to his originally stated goal. Those new shares won't fully vest until January 2028, but their legal structure gave Musk immediate voting power.

A Tesla/SpaceX merger could change everything

A recent WSJ report explained that Tesla would consider half of the company's ambitious targets achieved if it were acquired or otherwise taken over.

It added that if Space Exploration Technologies (NASDAQ: SPCX) bought Tesla, valuing it at $2 trillion, that could result in Musk owning 32% of the combined company, with 73% voting power from Class B voting shares.

Many analysts believe that Musk will move to merge the two companies, with Gene Munster, managing partner at Deepwater Asset Management, saying recently, "I would put the odds that these two will combine at 90% today." Tesla was mentioned 87 times in SpaceX's S-1 filing ahead of its IPO.

Musk himself has mentioned the possibility many times, most recently saying on the Tesla earnings call that he couldn't talk about it, and "It's got to be done with the appropriate process." Morningstar analysts believe Tesla shareholders would only approve a deal if it gave Tesla 50% of the combined company.

All of this means that Tesla shareholders could soon face a big decision: whether they want to own a company where Musk could have even more control than the 25% he nearly has over Tesla.

Chris Neiger has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Tesla. The Motley Fool has a disclosure policy.