TBD

Future of Elon Musk, Tesla on the line this week as shareholders vote on massive pay package

Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting. Photo via cdn.britannica.com

If Tesla shareholders vote against restoring Elon Musk's $44.9 billion pay package Thursday, the CEO could deliver on threats to take artificial intelligence research to one of his other companies. Or he could even could walk away.

If they approve the all-stock compensation package that was thrown out by a Delaware judge in January, it would almost guarantee he would remain at the company he grew to be the world leader in electric vehicles, shifting to AI and robotics including autonomous vehicles, which Musk says is Tesla's future.

But even with reapproval at Thursday's annual shareholders' meeting, which many analysts say is likely, there would be uncertainty. Musk has threatened on X, his social media platform, to develop AI elsewhere if he doesn't get a 25 percent stake in Tesla (He owns about 13 percent now). Musk's xAI recently received $6 billion in funding to develop artificial intelligence.

Wedbush Analyst Dan Ives said he expects the package to be overwhelmingly reapproved, ending a lot of uncertainty with Musk. “This issue has been an overhang on Tesla’s stock, and this will be important to move this distraction in the rearview mirror,” Ives wrote in a note to investors.

Shares of Tesla Inc. have slumped more than 30 percent this year with the company warning of “notably lower” sales growth in 2024.

Also on the shareholder ballot is the related issue of moving the electric vehicle maker's legal home out of Delaware to Texas.

The move is designed to escape from the Delaware court's oversight and possibly a ruling from Chancellor Kathaleen St. Jude McCormick that invalidated Musk's pay package. In a January opinion on a shareholder lawsuit, the judge determined that Musk controlled the Tesla board and is not entitled to the landmark package once worth nearly $56 billion.

Multiple institutional investors have come out against that sizeable payout, some citing falling vehicle sales, price cuts and the tumbling Tesla stock price. But Tesla's top five institutional shareholders, Vanguard, BlackRock, State Street, Geode Capital, and Capital Research either said they don't announce their votes or wouldn't comment. They control about 17 percent of the votes.

Erik Gordon, a business and law professor at the University of Michigan, said individual shareholders are likely to vote for the package, and they own more than half of Tesla's shares.

One institutional investor who came out against the package is California's State Teachers Retirement System. The large pension fund said Tuesday that it would vote against Musk's pay "based on its sheer magnitude, and because the award would be extremely dilutive to shareholders. We also have concerns with the lack of focus on profitability for the company.”

In May, two big shareholder advisory firms, ISS and Glass Lewis, recommended voting against the package.

But Tesla and Musk have unleashed a furious lobbying effort to get the package approved, in posts on X, television appearances and in proxy filings with the U.S. Securities and Exchange Commission.

“Only 2 days left to protect & help grow the value of your investment in $TSLA by voting FOR ratification of the 2018 CEO Performance Award,” Tesla posted on X early Tuesday.

Tesla Chairwoman Robyn Denholm, in a letter to shareholders, wrote that the package was approved by 73 percent of the vote six years ago. “Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value. That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it,” she wrote.

Tesla has said the 2018 award incentivized Musk to create over $735 billion in value for shareholders in the six years since it was approved.

If Tesla finalizes the vote on moving the company's legal home to Texas before the vote on Musk’s pay package, and it manages to file the paperwork in Austin and get approval of the move, then the effect of the Delaware court ruling could be in doubt. Reapproval of the pay package would then be done as a Texas corporation and could fall under the purview of Texas courts.

Anticipating a quick move by Tesla, lawyers for the shareholder who filed the lawsuit seeking to block Musk’s pay deal, Richard Tornetta, filed motions in Delaware last month seeking an order stopping Tesla from trying to move the case. Tesla responded in letters to the judge that there is no cause for such concerns because they won’t seek a move. Besides, Tesla would still be a Delaware corporation at the time of this week's shareholder vote, they wrote.

In an order denying Tornetta’s motions, Chancellor McCormick wrote that she interprets Tesla’s letters to mean it has no intention of relocating the case to Texas. “The defendants’ statements give me great comfort,” she wrote.

Eric Talley, a Columbia University law professor, said the lawyers are unlikely to try to move the case because their livelihood is handling business cases in Delaware courts.

But it’s also possible that the unpredictable Musk could change lawyers.

McCormick, Talley said, is telling the lawyers “OK, I’m going to believe you, but I’m going to be really irritated if this is a big send up for these things that you said you’re not going to do.”

Talley, who also is a Tesla shareholder and said at present he plans to vote against Musk’s pay, expects Tesla to follow through with appealing McCormick’s ruling to the Delaware Supreme Court.

Trending News

A View From HETI

Twenty-six Houston-area companies landed on the latest Fortune 500 list. Photo via Getty Images

Houston maintained its No. 3 status this year among U.S. metro areas with the most Fortune 500 headquarters. Fortune magazine tallied 26 Fortune 500 headquarters in the Houston area, behind only the New York City area (62) and the Chicago area (30).

Last year, 23 Houston-area companies landed on the Fortune 500 list. Fortune bases the list on revenue that a public or private company earns during its 2024 budget year.

On the Fortune 500 list for 2025, Spring-based ExxonMobil remained the highest-ranked company based in the Houston area as well as in Texas, sitting at No. 8 nationally. That’s down one spot from its No. 7 perch on the 2024 list. During its 2024 budget year, ExxonMobil reported revenue of $349.6 billion, up from $344.6 billion the previous year.

Here are the rankings and 2024 revenue for the 25 other Houston-area companies that made this year’s Fortune 500:

  • No. 16 Chevron, $202.8 billion
  • No. 28 Phillips 66, $145.5 billion
  • No. 56 Sysco, $78.8 billion
  • No. 75 Conoco Phillips, $56.9 million
  • No. 78 Enterprise Products Partners, $56.2 billion
  • No. 92 Plains GP Holdings, $50 billion
  • No. 143 Hewlett-Packard Enterprise, $30.1 billion
  • No. 153 NRG Energy, $28.1 billion
  • No. 155 Baker Hughes, $27.8 billion
  • No. 159 Occidental Petroleum, $26.9 billion
  • No. 183 EOG Resources, $23.7 billion
  • No. 184 Quanta Services, $23.7 billion
  • No. 194 Halliburton, $23 billion
  • No. 197 Waste Management, $22.1 billion
  • No. 214 Group 1 Automotive, $19.9 billion
  • No. 224 Corebridge Financial, $18.8 billion
  • No. 256 Targa Resources, $16.4 billion
  • No. 275 Cheniere Energy, $15.7 billion
  • No. 289 Kinder Morgan, $15.1 billion
  • No. 345 Westlake Corp., $12.1 billion
  • No. 422 APA, $9.7 billion
  • No. 443 NOV, $8.9 billion
  • No. 450 CenterPoint Energy, $8.6 billion
  • No. 474 Par Pacific Holdings, $8 billion
  • No. 480 KBR Inc., $7.7 billion

Nationally, the top five Fortune 500 companies are:

  • Walmart
  • Amazon
  • UnitedHealth Group
  • Apple
  • CVS Health

“The Fortune 500 is a literal roadmap to the rise and fall of markets, a reliable playbook of the world's most important regions, services, and products, and an indispensable roster of those companies' dynamic leaders,” Anastasia Nyrkovskaya, CEO of Fortune Media, said in a news release.

Among the states, Texas ranks second for the number of Fortune 500 headquarters (54), preceded by California (58) and followed by New York (53).

Trending News