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Tesla shareholders to swipe right or left on whether to split Elon Musk's job

Key Points
  • A Tesla shareholder proposal pushing an independent chairman has the support of proxy voting advisors Glass Lewis and Institutional Shareholder Services, though the company is urging people to vote against it.
  • Musk has been scrambling to get Tesla's Model 3 production on track against scrutiny of the company's manufacturing abilities.
  • Shareholder voting is the less visible side of investing and most of it is cumbersome, says Jeff Cruttenden, co-founder of a start-up that aims to fix that.
Elon Musk
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Tesla shareholders are gearing up to swipe left or right, depending on whether they want Elon Musk to keep both his titles as chairman and chief executive.

A New York start-up aiming to make voting easier for regular shareholders who don't know the nitty-gritty details of proxy ballots and shareholder meetings is using the Tesla vote as its debut moment.

People who want to voice their opinions for or against an independent chairman at Tesla can sign up for the digital site, called Say. They will be able to connect it to their brokerage account to verify they own Tesla shares, and then click one of two buttons, one for keeping Musk in that role and one against. It is a mobile app and a website.

Ultimately, the app is aiming to make it easier for regular investors to take advantage of their ownership rights and make their votes count, Say's co-founder and CEO Jeffrey Cruttenden told CNBC. He got the idea through his other start-up, a micro-investing robo advisor called Acorns.

For Tesla's meeting, the Say "vote" is really a poll. Actual ballots cast for the Tesla proxy had to come from shareholders of record as of April 12 and voted through a broker. Say is working on connecting to brokers so it can handle shareholder verification and voting at some point in the future.

Technology has made trading and investing easy, but the voting part of it for a long time "has not been exactly customer-friendly," Cruttenden said.

"The proxy voting experience was so terrible that we really wanted to make sure that we could improve it," he said on CNBC's "Squawk Box" on Monday.

It's an open question how motivated Tesla's shareholders will be to vote for change. While big fund companies and professional investors have high rates of voting participation, only 27 percent of retail investors vote, according to a report by Broadridge Financial and PwC.

And voting tends to go along with management recommendations. Last year, 93 percent of votes were cast in support of director nominees and 84 percent in support of executive pay, the report said.

Tesla is nearly half-owned by big fund companies, and Musk holds another nearly 20 percent stake, according to FactSet.

Cruttenden said generally, turnout is low for electronic proxy voting, about 5 percent, as well as paper ballots, about 30 percent. And it skews to older, wealthier shareholders. Younger or newer investors don't necessarily know they can vote, he said.

Tesla shareholders vote for an independent chairman at the electric automaker's annual meeting Tuesday. Musk has been chairman since 2004 and CEO since 2008.

A shareholder proposal pushing the idea of an independent chairman has the support of proxy voting advisors Glass Lewis and Institutional Shareholder Services, though the company is urging people to vote against it.

The shareholder contends that the job has gotten too complex for one person. Musk has been scrambling to get Tesla's Model 3 production on track against scrutiny of the company's manufacturing abilities. He also has a variety of other projects, including space transport, solar power and high-speed tunnel travel.

"The complexity of large-scale manufacturing and the challenges of successfully commercializing new technologies and new manufacturing and marketing techniques suggest that shareholders would be better served by having Musk focus on running the company, and allowing an independent director to run the board," ISS said in a report last month.

It is usually difficult for shareholders to win campaigns, though big labor unions representing pensions and faith-based groups have raised issues from corporate governance to environmental and social issues for years with mixed results.

Activists led by a religious group recently won a surprise vote at gunmaker Sturm Ruger, requiring it to prepare a report on the risks associated with its business.

The shareholder pushing the vote at Tesla isn't a major activist with a big following, either. Instead, Jing Zhao, a California resident with just 12 shares of Tesla, says he filed the proposal to bring the issue to the attention of the board and will be content that shareholders got to consider it, whether or not it passes.

"Even if this does not get the majority, it puts pressure on the board," Zhao told CNBC in a phone interview. "I don't believe even a superhuman can do so many things."

Say is backed with $8 million in first-round funding from Steve Cohen's Point72 Ventures and other investors.

Eventually, the app can be used to vote on issues at other companies, but Cruttenden says he picked Tesla's meeting because it was a prominent stock and a big enough issue to draw attention, regardless of the outcome of the vote itself. "When owners get together, that's very powerful," he said.