In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13. Photo via Getty Images

Tesla will ask shareholders to reinstate a $56 billion compensation package for CEO Elon Musk that was rejected by a judge in Delaware this year, and to move the electric car maker’s corporate home from Delaware to Texas.

In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13.

In January, Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth about $55.8 billion over 10 years starting in 2018.

Five years ago, a Tesla shareholder lawsuit alleged that the pay package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him.

Musk said a month after the judge's ruling that he would try to move Tesla's corporate listing to Texas, where he has already moved company headquarters.

Almost immediately after the judge's ruling, Musk did exactly that with Neuralink, his privately held brain implant company, moving its corporate home from Delaware to Nevada.

In a letter to shareholders this week, Chairperson Robyn Denholm said that Musk has delivered on the growth it was looking for at the automaker, with Tesla meeting all of the stock value and operational targets in a 2018 CEO pay package that was approved by shareholders.

“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,” Denholm wrote. “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.”

Tesla posted record deliveries of more than 1.8 million electric vehicles worldwide in 2023, according to a regulatory filing. But the value its shares has eroded quickly this year as sales of electric vehicles soften.

Future growth is in doubt and it may be a challenge to get shareholders to back a fat pay package in an environment where competition has increased worldwide and demand for electric vehicle sales is fading.

Tesla's shares have lost more than one third of their value this year as massive price cuts have failed to draw more buyers. The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year.

Shareholders also will be asked to cast a nonbinding advisory vote on 2023 executive compensation.

But the proxy statement filed with the Securities and Exchange Commission does not address Musk’s demand to own 25% of Tesla shares for him to pursue artificial intelligence and robotics at the company. At present he owns 20.5% of the company.

In January Musk challenged the Tesla board in a post on X, the social media platform he now owns, to come up with a new compensation package. Unless he gets 25%, he wrote that he’d prefer to build products outside of Tesla, apparently with another company.

Wedbush analyst Dan Ives, who is normally bullish on Tesla, said in an interview that the filing doesn't address multiple issues including Musk's future compensation.

“It's the elephant in the room because Musk has threatened over X, and it's been a massive overhang" for Tesla stock, Ives said.

Musk, he said, needs to commit to being Tesla CEO for three to five years and developing artificial intelligence with the company. When the company announces first-quarter earnings next week, Musk needs to spell out plans for future growth, including the status of the Model 2, a small EV that costs about $25,000, Ives said. Otherwise, dark days lie ahead, he said.

“Investors are not just taking Musk's word,” he said. “There's a feeling like the plane is crashing into the ocean and the board is focused on their own salted peanuts.”

Musk has less leverage than he did in January because of this year's stock slide. “He went from Cinderella story to the Nightmare on Elm Street in a matter of six months,” Ives said.

At the time of the Delaware court ruling, Musk’s package was worth more than $55.8 billion, but the court may have cost the mercurial CEO over $10 billion due to the company’s stock slide this year. The filing said Musk’s 2018 compensation was worth $44.9 billion at the close of trading on April 12.

Since last year, Tesla has cut prices as much as $20,000 on some models. The price cuts caused used electric vehicle values to drop and clipped Tesla’s profit margins.

This week, Tesla said it was letting about 10% of its workers go, about 14,000 people.

In the filing, Tesla's board wrote that the decision to seek shareholder approval of Musk's 2018 pay package was made by the board after it received a report from a special committee of one board member, Kathleen Wilson-Thompson.

The board wrote that if there is any significant vote against future executive pay packages, “we will consider our stockholders' concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns.”

Shares of Tesla Inc., which slid another 8% this week, fell about 1% Wednesday.

With the appointment, NOV Inc.’s board of directors now has of ten directors, nine of whom are independent members. Photo via Getty Images

NOV appoints former energy transition exec to board

new hire

Houston-headquartered NOV Inc. announced the appointment of a former energy transition executive to its board of directors.

Patricia Martinez was named to NOV’s board, and the appointment is effective as of March 6. She was formerly chief energy transition officer of Enerflex Ltd.

“We are delighted to welcome Patricia Martinez to NOV’s board of directors,” Clay Williams, chairman, president, and CEO of NOV, says in a news release. “Patricia brings extensive industry experience to our board, including growing energy businesses in international markets, and more recently guiding and developing projects within the energy transition ranging from CCUS to hydrogen to biogas. Her deep insights into emerging energy opportunities will help shape NOV’s energy transition strategy.”

Martinez, who also serves as a director of Par Pacific Holdings Inc., holds a bachelor’s degree in business administration and marketing from Universidad Argentina de la Empresa and an MBA from Houston Christian University.

With the appointment, NOV Inc.’s board of directors now has of ten directors, nine of whom are independent members.

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Houston company plans to install the first commercial direct lithium extraction plant in the US

coming soon

Houston-based International Battery Metals, whose technology offers an eco-friendly way to extract lithium compounds from brine, is installing what it’s billing as the world’s first commercial modular direct-lithium extraction plant.

The mobile facility is located at US Magnesium’s operations outside Salt Lake City. The plant, expected to go online later this year, will process brine produced from lithium-containing waste-magnesium salts. The resulting lithium chloride product will provide feedstock for high-purity lithium carbonate generated by US Magnesium.

Under its agreement with US Magnesium, International Battery Metals (IBAT) will receive royalties on lithium sales, as well as payments for equipment operations based on lithium prices and performance.

IBAT says its patented technology is the only system that delivers a 97 percent extraction rate for lithium chloride from brine water, with up to 98 percent of water recycled and with minimal use of chemicals.

“Commercial operations will serve growing lithium demand from automakers for electric vehicle batteries, as well as energy storage batteries to support growing electricity demand and to balance the grid from increased renewable energy integration,” IBAT says in a news release.

Initially, the less than three-acre plant will annually produce 5,000 metric tons of lithium chloride. The modular plant was fabricated in Lake Charles, Louisiana.

“Our commercial operations with US Mag will advance a productive lithium extraction operation,” says Garry Flowers, CEO of IBAT. “Given current lithium demand, supply dependence on China, and permitting challenges, our expected commercial operations are coming at an ideal time to produce lithium at scale in the U.S.”

IBAT says the technology has been validated by independent reviewers and has been tested in Texas, California, Michigan, Ohio, and Oklahoma, as well as Argentina, Canada, Chile, and Germany.

IBAT says its modular concept positions the company to be a key supplier for rising U.S. lithium demand, providing an alternative to China and other global suppliers.

John Burba, founder, CTO and director of IBAT, says the modular extraction technology “will be the basis of future lithium extraction from brine resources around the world.”

Houston hospital system to launch all-electric fleet of delivery drones

looking up

A Houston hospital system has announced that it has plans to launch a drone delivery service that will replace traditional car deliveries in 2026.

Memorial Hermann Health System announced that it intends to be the first health care provider in Houston to roll out drone delivery services from San Francisco-based Zipline, a venture capital-backed tech company founded in 2014 that's completed 1 million drone deliveries.

"As a system, we are continuously seeking ways to improve the patient experience and bring greater health and value to the communities we serve. Zipline provides an innovative solution to helping our patients access the medications they need, quickly and conveniently, at no added cost to them," Alec King, executive vice president and CFO for Memorial Hermann, says in a news release.

Zipline boasts of achieving delivery times seven times faster than traditional car deliveries and can usually drop off packages at a rate of a mile a minute. The drones, called Zips, can navigate any weather conditions and complete their missions with zero emissions.

Per the release, the service will be used to deliver medical supplies and prescriptions to patients or supplies or samples between its locations.

"Completing more than one million commercial deliveries has shown us that when you improve health care logistics, you improve every level of the patient experience. It means people get better, faster, more convenient care, even from the comfort of their own home," adds Keller Rinaudo Cliffton, co-founder and CEO of Zipline. "Innovators like Memorial Hermann are leading the way to bring better care to the U.S., and it's going to happen much faster than you might expect."

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This article originally ran on InnovationMap.

Know before you go: Offshore Technology Conference 2024

things to know

An annual conference that showcases technology for the offshore energy business is taking over Houston's NRG Park for the majority of the week.

Here's what you need to know before you go out to the event, which will take place Monday, May 6, to Thursday, May 9.

Attend the Distinguished Achievement Awards on Sunday, May 5

OTC's annual awards reception, the Distinguished Achievement Awards, will kick off the week on May 5. The three award honorees for OTC 2024 have been named and will be honored at the event. Click here to learn more about this year's honorees.

Visit the Energy Transition Pavilion 

The Energy Transition Pavilion will feature panels and presentations about the future of sustainability in the energy industry. The programming takes place Monday through Wednesday, and the exhibit is located at NRG Center in Hall C.

Zoom in on offshore wind

This year, OTC is featuring a dedicated thread to offshore wind technology. A mix of panels, keynotes, and technical presentations, the programming will take place over Monday through Wednesday.

Don't miss the exhibition hall

Over a thousand companies will be exhibiting at OTC this year, and the hall can be a bit overwhelming. Check the program or the map online to see who's exhibiting and where to find them.

Catch the three university showcases 

OTC's University R&D Showcase will feature three schools — the University of Houston, Texas A&M International University, and the University of São Paulo. You can find each university's booth open all four days of OTC.