Everybody knows Tesla's board is absolutely not independent, and Tesla literally buying ads trying to convince shareholders to vote yes, should have erase any remaining doubts about it.

I think it also highlight quite well the issue with public companies and passive funds. If Tesla was a private company, or a small public company, then I would very much like them to do whatever they want.

But it's not that - it's a big public company, turned meme stock and 100% treated as a private company by Musk. It's sufficiently big though that was included into several indexes, and thus tens of billions of $ of passive investment flows poured into it. That's why we have rather strict rules about what can and cannot be done as a public company, and especially one being part of major indexes. Of course Musk don't think the rules apply to him.