On September 29, 2026, the SEC’s Division of Corporation Finance issued a no-action letter in response to a request from Tesla, Inc. (Tesla) indicating that the Division would not recommend enforcement action to the Commission if Tesla proceeded with its proposed issuer voluntary retail voting program. Of note, the Tesla no-action letter expressly states that the Division’s position expressed in the no-action letter applies to any issuer operating a voting plan in the same manner described in Tesla’s no-action request. Substantively, the Tesla retail voting program is broader than the retail voting programs addressed in prior Division no-action letters, by providing that:
- The voting instruction plan would be able to leverage a centralized hub administered by a shareholder communications provider (e.g., Broadridge) that could cover multiple issuers. Through such a hub, an investor could enroll in the voting program of more than one issuer whose shares are held in the investor’s accounts.
- An issuer could allow an investor to establish a standing instruction for a particular account without having to opt in again if the investor sells all of the issuer’s shares and subsequently reacquires them.
- An issuer could rely on householding so that an opt in would apply to all shares across all accounts under a shareholder’s name.
- Once a hub is established and program communications are filed, retail investors could be offered the opportunity to participate when or shortly after they first become shareholders or at any later time while the program is maintained. The invitation would not be tied to an upcoming proxy solicitation.
- An issuer can choose to make its program available to all retail shareholders or only a subset of retail shareholders.