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A merger needs 50%+1 of all outstanding Tesla shares. Not of the votes that are cast.
Elon’s free shares vote FOR. The mirrors amplify that. A large ISS/Glass Lewis block will almost certainly vote against.
And historically ~30% of non-Elon shares don’t vote at all.
That leaves us with just over 7 out of every 10 votes cast have to be FOR — just to clear the line. More for a decisive win.
Here’s the step-by-step math, the historical turnout table, and the residual support scenarios: