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Tesla board blocks shareholder vote that could have banned political speech by CEO Elon Musk

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The Tesla board has managed to avoid what could have been a tricky investor vote on requiring political neutrality among executives, after the Securities and Exchange Commission ruled the electric vehicle manufacturer could exclude a shareholder proposal on the matter from its 2025 annual materials, according to a copy of the SEC’s letter obtained by Fortune

The proposal was submitted by Jay Butera, 67, a staunch climate advocate and investor who has held shares in Tesla since the company’s 2010 IPO. Butera’s neutrality proposal, if approved by shareholders, would have prohibited Tesla leadership from making political statements, endorsements, or contributions in support or opposition to political parties or candidates. Butera, a retired entrepreneur who still holds millions of dollars’ worth of Tesla stock, is a die-hard renewable energy supporter and previously lobbied for the creation of the bipartisan Climate Solutions Caucus in the House of Representatives in 2016.

Butera said he’s disappointed in the outcome because he thinks the proposal would have helped Tesla advance its “mission of accelerating sustainability,” which he views as vital to the world. He told Fortune he doesn’t want to see the company “jeopardized by unnecessary forays into the endless friction of human politics. The Tesla brand, and its mission, should stay above that fray.”

“I hope Tesla’s board at least takes note of my proposal’s intent and the investor interest in the concept,” Butera wrote in an email. “They can exclude my proposal from the ballot on technical grounds, but the issue remains—political perceptions are still harming the Tesla brand, reducing sales, and stressing government relations. I hope the board will find a way to improve that.”

The Tesla board in August sent a letter to the SEC seeking to exclude the proposal from its 2025 proxy materials without risking an enforcement action from regulators. Like most publicly traded companies, the $1.3 trillion EV and robotics company sends proxy materials to Tesla shareholders in advance of its annual meetings each year. Excluding the proposal means investors won’t get a chance to vote on it at the upcoming meeting in November.

However, some Tesla investors have been hoping for the board to more directly address the issue. Retail, individual investors who hold thousands of shares in the company have submitted and upvoted questions related to CEO Elon Musk’s role in politics—and his time spent on matters pertaining to Tesla—on shareholder platforms Tesla uses to solicit queries before quarterly earnings calls every quarter since late 2024. Butera’s proposal would have been the first time investors had a chance to vote directly on the issue of politics and their impact on the EV maker’s business.

While the proposal doesn’t explicitly mention Musk, the Tesla CEO has been heavily involved in conservative Republican political activity since he donated millions to a Super PAC devoted to advancing President Trump’s 2024 campaign. After the election, Musk became a fixture at Trump’s side in the Oval Office and at Mar-a-Lago, and served as a visual emblem of the Department of Government Efficiency (DOGE), frequently appearing in black DOGE baseball caps. The friendship crescendoed into a thunderous fallout in June, when a feud between Musk and Trump played out on their respective social media platforms, X and Truth Social. Since then, the two have seemingly severed ties.

The Tesla board argued in its letter to the SEC that the proposal sought to “micromanage” the company and that Tesla itself lacks the power or authority to implement such a measure. In its reply, the commission agreed that the proposal was micromanagement and told Tesla it would not recommend any enforcement action if the board omitted it from its proxy materials. It didn’t comment on the second prong of the board’s argument to exclude the proposal.

“In reaching this position, we have not found it necessary to address the alternative basis for omission upon which the Company relies,” the SEC’s review team wrote in a letter to Xuehui Cassie Zhang. Zhang is the associate general counsel at Tesla. 

Tesla did not immediately respond to a request for comment. 

“Calling the proposal ‘micro-management’ seems ironic because my proposal was trying to address a nearly existential problem for the company,” Butera said. “Hopefully it at least gives pause for management and the board and encourages them to seek their own solutions to the problem.”

Tesla’s board told investors in preliminary proxy materials that enforcing the tenets of the proposed policy could require the company “to violate state laws, including those that limit the ability of a company to regulate the political speech of their employees.” The board included that recommendation in pre-proxy materials prior to the SEC’s issuance of its letter. A definitive proxy will soon be distributed to investors and filed publicly.

Butera previously told Fortune he submitted the proposal after sending a letter to the board in October 2024 outlining his concerns and not getting a response.

Tesla’s current Code of Business Ethics asks employees to avoid conflicts of interest that conflicts “may arise whenever your personal interests interfere, or appear to interfere, with Tesla’s interests,” it states. The code applies to all directors and employees of Tesla and states the “CEO, and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with applicable laws.”

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Female libido pill gets expanded approval for menopause by FDA

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U.S. health officials have expanded approval of a much-debated drug aimed at boosting female libido, saying the once-a-day pill can now be taken by postmenopausal women up to 65 years old.

The announcement Monday from the Food and Drug Administration broadens the drug’s use to older women who have gone through menopause. The pill, Addyi, was first approved 10 years ago for premenopausal women who report emotional stress due to low sex drive.

Addyi, marketed by Sprout Pharmaceuticals, was initially expected to become a blockbuster drug, filling an important niche in women’s health. But the drug came with unpleasant side effects including dizziness and nausea, and it carries a safety warning about the dangers of combining it with alcohol.

The boxed warning cautions that drinking while consuming the pill can cause dangerously low blood pressure and fainting. If patients have several drinks, the label recommends waiting a few hours before taking the drug, or skipping one dose.

Sales of Addyi, which acts on brain chemicals that affect mood and appetite, fell short of Wall Street’s initial expectations. In 2019, the FDA approved a second drug for low female libido, an on-demand injection that acts on a different set of neurological chemicals.

Sprout CEO Cindy Eckert said in a statement the approval “reflects a decade of persistent work with the FDA to fundamentally change how women’s sexual health is understood and prioritized.” The company, based in Raleigh, North Carolina, announced the FDA update in a press release Monday.

The medical condition for a troublingly low sexual appetite, called hypoactive sexual desire disorder, has been recognized since the 1990s and is thought to affect a significant portion of American women, according to surveys. After the blockbuster success of Viagra for men in the 1990s, drugmakers began pouring money into research and potential therapies for sexual dysfunction in women.

But diagnosing the condition is complicated because of how many factors can affect libido, especially after menopause, when falling hormone levels trigger a number of biological changes and medical symptoms. Doctors are supposed to rule out a number of other issues, including relationship problems, medical conditions, depression and other mental disorders, before prescribing medication.

The diagnosis is not universally accepted, and some psychologists argue that low sex drive should not be considered a medical problem.

The FDA rejected Addyi twice prior to its 2015 approval, citing the drug’s modest effectiveness and worrisome side effects. The approval came after a lobbying campaign by the company and its supporters, Even the Score, which framed the lack of options for female libido as a women’s rights issue.

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This story has been updated to correct the age range of the FDA approval update. The agency approved the drug for postmenopausal women up to age 65, not older than 65.

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The Associated Press Health and Science Department receives support from the Howard Hughes Medical Institute’s Department of Science Education and the Robert Wood Johnson Foundation. The AP is solely responsible for all content.



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Gavin Newsom hires former CDC officials to work as public health consultants for state of California

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Two former senior officials from the Centers for Disease Control and Prevention, including one fired by the Trump administration, will join California as public health consultants, Gov. Gavin Newsom announced Monday.

California joined Washington and Oregon — two other states with Democratic governors — to launch an alliance in September to establish their own public health guidance and vaccine recommendations, as the Trump administration makes sweeping changes to vaccine and health policy.

Susan Monarez was fired as the CDC’s director and Dr. Debra Houry resigned as the agency’s chief medical officer and deputy director over disputes about changes at the agency. The two will work with California’s public health department to help build trust in “science-driven decision-making,” Newsom’s office said.

“By bringing on expert scientific leaders to partner in this launch,” Newsom said in a statement, “we’re strengthening collaboration and laying the groundwork for a modern public health infrastructure that will offer trust and stability in scientific data not just across California, but nationally and globally.”

California has increasingly positioned itself as a counterweight to federal health policy, and Newsom has amped up his criticisms of President Donald Trump and challenged the Republican’s policies in court. The governor’s final term ends in just over a year and he’s gearing up for a possible presidential run in 2028.

California state Sen. Tony Strickland, a Republican, said the new initiative is an example of Newsom prioritizing his national political ambitions over the state.

“California has serious problems, and we need serious solutions from a serious leader,” Strickland said in a statement.

The White House and U.S. Department of Health and Human Services did not respond to emails seeking comment on the hirings.

Trump and Health Secretary Robert F. Kennedy Jr. have repeated falsehoods about vaccines, and the administration has given health recommendations this year that experts say were not backed by science.

Trump in September urged pregnant women not to take Tylenol, saying it could pose a risk of autism to their babies, remarks medical experts said were irresponsible. The CDC website was changed last month to contradict the longtime scientific conclusion that vaccines do not cause autism. A federal vaccine advisory panel voted earlier this month to reverse decades-old guidance recommending that all U.S. babies get immunized against the liver infection hepatitis B on the day they’re born. The vaccine is credited with preventing thousands of illnesses.

Monarez, a former director of a federal biomedical research agency, was named acting director of the CDC in January. Trump later nominated her to to serve as director. She was confirmed by the Senate in July, making her the first nonphysician to serve in the role. But she was fired by the Trump administration in August after less than a month in the post.

Kennedy has said Monarez was fired after she told him she was untrustworthy. But Monarez said that was false in congressional testimony and that she was fired after refusing to endorse new vaccine recommendations that weren’t backed by science.

Houry, who spent more than a decade at the CDC, was among a handful of top officials at the agency who resigned around the time Monarez was fired. Houry said in August she was concerned about the rise of vaccine misinformation during the Trump administration, as well as planned budget cuts, reorganization and firings at the CDC.

She said she’s excited to join California’s new initiative.

“California will advance practical, scalable solutions that strengthen public health within the state and across states —showing how states can modernize data, share capacity, and work together more efficiently, while remaining focused on protecting people and communities,” Houry said in a statement.

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Associated Press writer Trân Nguyễn contributed.

This story was originally featured on Fortune.com



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Dealmakers are heading into the final weeks of 2025 on a $100 billion cliffhanger.

Paramount Skydance Corp.’s hostile bid to snatch Warner Bros. Discovery Inc. from under the nose of Netflix Inc. encapsulates the themes that have shaped a banner year for mergers and acquisitions: renewed desire for transformative tie-ups, massive checks from Wall Street, the flow of Middle East money and US President Donald Trump’s role as both disruptor and dealmaker.

Global transaction values have risen around 40% to about $4.5 trillion this year, data compiled by Bloomberg show, as companies chase ultra-ambitious combinations, emboldened by friendlier regulators. That’s the second-highest tally on record and includes the biggest haul of deals valued at $30 billion or more.

“There’s a sentiment in boardrooms and among CEOs that this is a potential multi-year window where it’s possible to dream big,” said Ben Wallace, co-head of Americas M&A at Goldman Sachs Group Inc. “We’re at the beginning of a rate-cutting cycle so there’s anticipation that there will be more liquidity.”

Beyond Netflix’s purchase of Warner Bros., this year’s blockbusters include Union Pacific Corp.’s acquisition of rival railroad operator Norfolk Southern Corp. for more than $80 billion including debt, the record leveraged buyout of video game maker Electronic Arts Inc., and Anglo American Plc’s takeover of Teck Resources Ltd. to reshape global mining. 

“When you look around and you see your peers doing these big deals and taking advantage of the tailwinds, you don’t want to be left out,” said Maggie Flores, partner at law firm Kirkland & Ellis LLP in New York. “The regulatory environment is in a position that is very conducive to dealmaking and people are taking advantage of it.”

The tally also shows a level of exuberance in certain pockets that some advisers and analysts worry is unsustainable. Global trade tensions are ongoing, and market observers are increasingly warning of a selloff in the white-hot equity markets that have underpinned the M&A resurgence.

Top executives at Goldman Sachs, JPMorgan Chase & Co. and Morgan Stanley have all flagged the risk of a correction in the months ahead, in part tied to concerns about an overheated artificial intelligence ecosystem, where huge amounts of investment have juiced technology stocks.

“These equity returns are really coming out of AI, and AI spend is not sustainable,” said Charlie Dupree, global chair of investment banking at JPMorgan. “If that pulls back, then you are going to see a broader market that isn’t really advancing.”

The AI buzz led to some the year’s standout transactions. Sam Altman’s OpenAI took in major investments from the likes of SoftBank Group Corp., Nvidia Corp. and Walt Disney Co., and a consortium led by BlackRock Inc.’s Global Infrastructure Partners agreed to pay $40 billion for Aligned Data Centers. In March, Google parent Alphabet Inc. framed its $32 billion acquisition of cybersecurity startup Wiz Inc. as a way to provide customers with new safeguards in the AI era.

“Everyone needs to be an AI banker now,” said Wally Cheng, head of global technology M&A at Morgan Stanley. “Just as software began eating the world 15years ago, AI is now eating software. You have to be conversant in AI and understand how it will affect every company.”

The technology sector more broadly has already notched a record year for deals, thanks to a series of big-ticket takeovers across public and private markets. The trend extended to the White House over the summer, when the US government took a roughly 10% stake in Intel Corp. in an unconventional move aimed at reinvigorating the company and boosting domestic chip manufacturing.

It was one of the clearest indications of Trump’s willingness to blur the lines between state and industry and insert himself into M&A situations during his second term, particularly in sectors deemed mission critical. His administration also acquired a stake in rare-earth producer MP Materials Corp. and Commerce Secretary Howard Lutnick has hinted at similar deals in the defense sector.

Trump has separately been positioning himself as kingmaker on high-profile transactions. The government secured a so-called golden share in United States Steel Corp. as a condition for approving its takeover by Japan’s Nippon Steel Corp., and the president recently signaled he’ll oppose any acquisition of Warner Bros. that doesn’t include new ownership of CNN.

“The Trump administration’s approach to merger regulation today is markedly different compared to the first time around,” said Brian Quinn, a professor at Boston College Law School. Quinn said he couldn’t think of a member of the Republican Party from 15 to 20 years ago who would now believe the US government “is involved in the business of picking winners.”

To be sure, bankers will be wondering if they could have achieved more in 2025 had it not been for the chaotic period earlier in the year, when deals were put on hold after Trump’s trade war hobbled markets. And in a sign that persistent economic challenges are still impacting some parts of M&A, the number of deals being announced globally remains flat.

Many small and mid-cap companies have lagged the broader stock market and are opting to pursue their own strategic plans instead of weighing inorganic options, according to Jake Henry, global co-leader of the M&A practice at consultancy McKinsey & Co.

“They’re thinking ‘I’m better off just operating my business and getting there.’ It has to be an explosive offer for them to come to the table,” he said.

Meanwhile, private equity firms, whose buying and selling is a key barometer for M&A, are still having a harder time offloading certain assets because of valuation gaps with buyers. This has had a knock-on effect on their ability to raise funds and spend on new acquisitions. But bankers are starting to see a recovery here too as interest rates come down and bring more potential acquirers to the table.

“What’s motivating sponsors more than anything is their need to return cash to investors,” said Saba Nazar, chair of global financial sponsors at Bank of America Corp. “We have been in bake-off frenzy for the last couple of months.”

Road to Record

Dealmakers began the year whispering of M&A records under Trump’s pro-business administration. While they will just miss out on the milestone in 2025, there is a strong sense on Wall Street that those early bumps only delayed the inevitable. 

Brian Link, co-head of North America M&A at Citigroup Inc., said that after ‘Liberation Day’ in April, he expected to spend more time figuring out the impact of tariffs on different business and how to adjust around that. 

“That has not been the case,” he said. “Unless fear creeps back into the market, there doesn’t seem to be anything in the near term that’s going to change the dynamic here.”



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