DEAL. >>> NOW OVER TO ANDREW JOINING US WITH A SPECIAL GUEST. ANDREW? >> THANK YOU, BECKY. THE TESLA SHAREHOLDER MEETING IS ONE WEEK FROM TODAY. MARK YOUR CALENDAR. AT STAKE IS THE BIG VOTE ON ELON MUSK'S PAY PACK RATCH AND MOVE THE COMPANY'S HOME FROM DELAWARE TO TEXAS. JOINING ME RIGHT NOW IN AN EXCLUSIVE INTERVIEW WERE TESLA BOARD CHAIR ROBYN DENHOLM. WE ARE THRILLED TO YOU HAVE. >> THANK YOU FOR HAVING ME. >> YOU HAVE BEEN WORKING MIGHTILY HARD TALKING TO SHAREHOLDERS FROM AROUND THE COUNTRY, BUSINESS INSTITUTIONS AND RETAIL SHAREHOLDERS WHAT IS GOING ON AT TESLA, AND ABOUT THIS PAY PACKAGE. WE'VE BEEN DEBATING THIS PAY PACKAGE VIRTUALLY EVERY DAY NOW FOR WEEKS IF NOT MONTHS. I'VE BEEN VERY OUTSPOKEN. A LOT OF PEOPLE KNOW MY OWN VIEWS ABOUT IT. BUT I WANT TO UNDERSTAND YOUR VIEWS OF IT NOT JUST LEAD OF THE BOARD BUT PERSONALLY. HOW YOU THINK ABOUT WHAT IS GOING ON RIGHT NOW. >> YES. SO I THINK FOR ME GETTING OUT AND TALKING TO SHAREHOLDERS IS REALLY IMPORTANT, AND TODAY'S A GREAT OPPORTUNITY TO ACTUALLY SPEAK DIRECTLY TO RETAIL SHAREHOLDERS WHO PERFORM QUITE A BIG PART OF THE OWNERSHIP STRUCTURE OF THE COMPANY. AND SO FOR ME, THE RATIFICATION OF THE PAY PACKAGE IS REALLY ABOUT FAIRNESS. FAIRNESS TO OUR CEO. IF YOU LOOK AT WHAT'S HAPPENED AT THE COMPANY OVER THE LAST SIX YEARS, TREMENDOUS VALUE CREATION, AND HE'S LED THAT FRONT. OBVIOUSLY, THE TESLA TEAM HAS BEEN INSTRUMENTAL IN IT, BUT IF YOU SIT BACK, SHAREHOLDERS HAVE BENEFITED TREMENDOUSLY. UP TO $730 BILLION OF VALUE CREATION. EMPLOYEES HAVE BENEFITED TREMENDOUSLY. THEY'RE ALL SHAREHOLDERS IN THE COMPANY. SO THEIR STOCK HAS RISEN. CUSTOMERS HAVE BEEN FBENEFITED. THE ONLY PERSON NOT PAID IS LEADER OF THE COMPANY, ELON. >> YOU KNOW MY VIEW. I BELIEVE A CONTRACT'S A CONTRACT. BUT THERE ARE OTHERS WHO SAY, BY THE WAY, THE COURT HAS SUGGESTED, THAT THIS IS JUST TOO MUCH MONEY. WHAT DO YOU SAY TO THAT? >> WELL, IT'S NOT ABOUT THE DOLLARS. IT'S ACTUALLY ABOUT SOMEONE WHO TOOK A HUGE RISK FROM A PAY PERSPECTIVE. NO COMPENSATION WOULD HAVE BEEN AWARDED HAD HE NOT HIT THE MARK. SO FOR ME THAT RISK/REWARD IS VERY IMPORTANT IN CORPORATE AMERICA. I THINK IT'S VERY IMPORTANT FROM A, FROM A, REACHING FOR THE STARS, IF YOU LIKE, OR MARS IN THIS CASE. BUT TO ME IT'S ABOUT REALLY SETTING THINGS UP, AND ELON EMBODIES THAT. SO BIG, AMBITIOUS GOALS ARE THINGS THAT DRIVE INNOVATION, AND I THINK THE OPTIONS UNDERNEATH THIS PAY PACKAGE WERE VERY WELL EARNED. >> LET ME ASK YOU THIS -- IF A PAY PACKAGE IS NOT APPROVED BY SHAREHOLDERS, WHAT DO YOU THINK WOULD HAPPEN? >> YEAH. WELL, OBVIOUSLY THAT'S SOMETHING THE BOARD HAS SPENT QUITE A BIT OF TIME DELIBERATING. WHEN ASSESSING ALL THE DIFFERENT OPTIONS AFTER THE JANUARY JUDGMENT CAME OUT, THIS IS THE BEST OPTION. RATIFYING THE PLAN IS THE BEST OPTION. CLEARLY, IF IT DOESN'T PASS, THEN THERE ARE OTHER ALTERNATIVES, BUT NONE OF THEM ARE AS GOOD FROM A SHAREHOLDER PERSPECTIVE AS ACTUALLY RATIFYING THE PLAN. PEOPLE HAVE ASKED ME, WHY DIDN'T YOU RENEGOTIATE? WELL, ACTUALLY, FROM A LEGAL PERSPECTIVE RATIFICATION IS REALLY TAKING THE SAME PLAN AND PUTTING IT BACK IN FRONT OF SHAREHOLDERS WITH ALL THE REQUISITE DISCLOSURE THAT THE JUDGE ASKED. >> AND SOME LAWYERS SUGGESTED EVEN IF IT IS APPROVED BY SHAREHOLDERS AGAIN, THAT A COURT COULD STRIKE IT DOWN, AND NOT, NOT ACCEPT THIS NEW RADIFICATION, IF YOU WILL? >> THAT IS POSSIBLE, BUT QUITE FRANKLY IF YOU SIT BACK THAT'S ACTUALLY QUITE DETRIMENTAL FROM A SHAREHOLDER PRIVACY PERSPECTIVE, WHICH END OF THE DAY THAT'S ANOTHER REASON WHY WE'RE FIGHTING SO HARD TO GET THIS RATIFIED. YOU KNOW, SHAREHOLDER VOTES HAVE BEEN SANK KRA SANCRISINC. >> RATIFYING FROM A TECHNICAL PERSPECTIVE, RATIFYING THE PRIOR PLAN AS OPPOSED TO CREATING A NEW PLAN? >> EXACTLY CORRECT. >> ONE THING MISUNDERSTAND, MAYBE HELP EXPLAIN THIS. IT WOULD COST HATE MORE FROM SH -- COST A LOT MORE FROM SHAREHOLDERS IN THIS PERSPECTIVE THAT YOU WROTE DOWN COST OF SOME OF THIS 2018, $2.7 BILLION? >> $2.3 P. $2.3. >> YES. >> TODAY COST CLOSER TO $25 BILLION. >> EXACTLY RIGHT. >> EXPLAIN THAT. >> SO THE ACTUAL RETURN FOR SHAREHOLDERS, $2.3 BILLION THE CHARGE TAKEN FOR THE 2018 PLAN HAS ALREADY HAPPENED. SHARE COUNT AND THE OPTIONS IS ALREADY IN THE DILUTED SHARE ACCOUNT. THAT'S ALREADY HAPPENED. IF THAT PLAN IS OVERTURNED AND WE HAVE TO PUT IN A NEW PLAN. F FOR EXAMPLE EXACTLY THE SAME TYPE OF PLAN IT WOULD COSTS $25 BILLION. >> WHAT DO YOU MAKE OF THE ARGUMENT THAT ELON MUSK ALREADY HAS A HUGE STAKE IN THIS COMPANY. THAT HE'S ALREADY INCENTIVIZED, ALREADY MOTIVATED AND NOT GOING TO WALK AWAY FROM THIS COMPANY, IF HE DIDN'T GET THIS PACKAGE? >> I THINK I'D TURN THAT AROUND. WHAT I WOULD SAY IS, PUT YOURSELF IN HIS SHOES. YOU'VE WORKED REALLY HARD, INCREDIBLY HARD, OVER SIX YEARS, TO LEAD THE COMPANY THROUGH TRANSFORMATIVE GROWTH. NOBLE THOUGHT THAT THESE GOALS WERE POSSIBLE IN 2018. I REMEMBER TALKING TO SHAREHOLDERS AND WHAT THEY WOULD SAP TO ME IS, ROBYN WHAT ARE YOU GOING TO DO, WHAT'S THE BOARD GOING TO DO WHEN HE DOESN'T MEET THE GOALS AND IS DEMOTIVATED? SO FOR ME, AFTER ALL OF THAT EFFORT, TO THEN HAVE SOMEBODY
