Retail voting programs let shareholders choose only one standing instruction: vote with the board. Click below to hear our song about Tesla’s One Click One Way SEC-Approved Voting.
One-Way Voting: a “convenience” that points in only one direction
SEC staff issued a no-action letter clearing Tesla’s “Issuer Voluntary Retail Voting Program.” Retail holders who opt in give a standing instruction: vote my shares the way the board recommends. Staff agreed that the relief works as a template for any company running the program in the same way. Goldman Sachs got similar relief this week, and ExxonMobil pioneered the model last year.
Supporters point to low retail turnout. According to Broadridge data cited in Tesla’s letter, retail investors voted just 28% of their shares in 2025, compared with 76.6% for institutions. The problem is real. This is the wrong fix.
Of course, this is blatantly one-sided. Such programs should be fully open for a vote by any service shareholders care to direct their proxies to. I know Iconikapp.com offers such services. ISS, Glass Lewis, Minerva, Egan Jones and/or many others could also offer such services.
Tesla’s One Click One Way – and Music for a Democratic Corporate Governance
One-Way Voting: a “convenience” that points in only one direction
Today SEC staff issued a no-action letter clearing Tesla’s “Issuer Voluntary Retail Voting Program.” Retail holders who opt in give a standing instruction: vote my shares the way the board recommends. Staff agreed that the relief works as a template for any company running the program in the same way. Goldman Sachs got similar relief this week, and ExxonMobil pioneered the model last year.
Supporters point to low retail turnout. According to Broadridge data cited in Tesla’s letter, retail investors voted just 28% of their shares in 2025, compared with 76.6% for institutions. The problem is real. This is the wrong fix.
One Click Dangers
- It’s a one-way street. The only standing instruction on the menu is “follow management.” Nothing like “follow my fund’s guidelines” or “follow an investor group I trust” is offered. Even Tesla’s narrower option, which carves out contested director elections and mergers, defers only to the board.
- Set it and forget it. Enroll once, and your votes go to the board for years on pay, related-party deals and shareholder proposals you never read.
- Employees are most exposed. Employee-owners, who should have the strongest voice, are invited by their employer to hand that voice back to their employer’s board.
- Broker “hubs” scale the default. One click can enroll an investor at every participating company.
- Proponents face a tilted field. A growing bloc of automatic “against” votes raises the bar for shareholder proposals, just as the SEC weighs rescinding Rule 14a-8.
Chris Hayden, President of Georgeson Advisory North America, notes these programs “make it easier for the shareholders, including employee shareholders, to ensure their votes are cast on all proposals.” He adds that they are unlikely to swing votes at large companies today, but “they could become more important as adoption grows, particularly in close votes, contested campaigns or proposals near a majority threshold.” The broader issue, he says, is “whether issuers can increase retail shareholder participation while preserving investor choice.”
That’s the right question. As designed, these programs preserve choice mostly on paper. Investors can override a vote or opt out, but the programs exist because retail holders don’t pay close attention. Defaults win.
NYC Comptroller Mark Levine made the same point at ExxonMobil. In an SEC filing, he backed a proposal to give retail holders multiple voting options as “a necessary counterweight to robo-voting for Board recommendations.”
The Fix
If the SEC blesses standing instructions, it should require parity. Investors should be able to tie standing instructions to any published voting policy, not just the board’s.
Tesla’s general counsel says retail investors “should be heard.” Fine, but this isn’t North Korea yet. Give them real choices.
Damage to Date
1. ExxonMobil — Sept. 15, 2025 (the original)
- Staff response
- Incoming request
- Relief covered only Exchange Act Rule 14a-4(d)(2) and Rule 14a-4(d)(3). The program would not be available to investment advisers registered under the Investment Advisers Act of 1940 exercising voting authority with respect to client securities. According to Exxon’s proxy materials, more than 100,000 retail shareholders enrolled in standing instructions, representing more than 3 percent of outstanding shares. Exxon’s 2026 DEF 14A includes its opposition to the NYC Comptroller’s proposal on the program.
2. Goldman Sachs — Sept. 28, 2026 (“GS VIP”)
- Staff response (the SEC’s own URL misspells it “golden-sachs”)
- Incoming request (Cravath)
- It broadens the rules covered to Exchange Act Rule 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f), or 14a-12(a). That means program enrollment communications may be sent, and investors may enroll, before the definitive proxy statement for a particular meeting is furnished.
- It also covers enrollment of employees and alumni. Goldman represented that its employee communications will not state, imply, or otherwise suggest that enrollment in the GS VIP is a condition to employment or partnership.
3. Tesla — Sept. 29, 2026 (today; the “framework” letter)
- Staff response
- Incoming request (Sullivan & Cromwell)
One-Click: Massive Damage to Come
Tesla’s letter goes the furthest. It adds Rules 14a-6(o) and 14a-10 to the list. Staff also stated that the position applies to any issuer operating an IVRVP in the same manner described in your letter. (IVRVP, Issuer Voluntary Retail Voting Program) In practice, other companies can adopt the program without asking for their own letter. Since the Tesla letter lets any issuer rely on it, 100s of companies may adopt these programs without separate SEC letters. Future adopters will show up in company proxy filings, not on SEC pages. Tesla’s letter also describes broker-run “Hubs” where investors could enroll in every participating company’s program in one go, and Robinhood worked with Tesla on it.
Of course, this is blatantly one-sided. Such programs should be fully open for a vote by any service shareholders care to direct their proxies to. I know Iconikapp.com offers such services. ISS, Glass Lewis, Minerva, Egan Jones and/or many others could also offer such services.
One-Click: Insanity 
Insanity seems to reign at the SEC. A staff no-action position states whether staff will recommend enforcement on represented facts. It is not judicial approval or a U.S. Securities and Exchange Commission rule amendment, and the Tesla response expressly disclaims any legal conclusion. After Loper Bright Enterprises v. Raimondo, 603 U.S. 369 (2024), and Kisor v. Wilkie, 588 U.S. 558 (2019), a staff letter commands no controlling deference, though Tesla may invoke its reasoning for persuasive weight.
Trinity Wall Street v. Wal-Mart Stores, Inc., 792 F.3d 323 (3d Cir. 2015), is a useful example of staff-letter treatment. Rule 14a-3(a) generally bars solicitation unless the holder has been, or concurrently is, furnished a proxy statement. Rule 14a-4(f) bars delivering a form of proxy, consent, or authorization unless the holder has been, or concurrently is, furnished with a definitive proxy statement. For any given meeting, the only act by which the participant authorized the vote is enrollment, which may have occurred years earlier and before the matters existed.
A vote cast before the holder receives any disclosure about the matter is exactly what Rules 14a-3(a) and 14a-4(f) were written to prevent. A later opportunity to override does not retroactively supply the required prior disclosure. The Commission created those rules. Staff cannot legally override them. Courts don’t defer to staff no-action letters. After Kisor v. Wilkie, deference to an agency’s reading of its own rule requires the Commission’s authoritative position, and a staff letter doesn’t qualify. The text argument (one proxy can’t cover more than one meeting) then stands on its own.
From the SEC staff’s September 29, 2026 response to Tesla:
Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that your request may raise, including compliance with other provisions of the federal proxy rules, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or the federal securities laws.
Where is the outrage!!!
One Click Sources
- SEC — Exxon Mobil letter
- SEC — Goldman Sachs letter
- SEC — Tesla letter
- Goodwin — Public Company Advisory Blog
- Electrek
- Governance Intelligence
- Carlton Fields
- HLC
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