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Tesla attorneys ask judge to vacate decision invalidating massive pay package for Elon Musk

a request

Defense attorneys say the vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out in her January ruling, are adamant that Musk is entitled to the pay package. Photo via cdn.britannica.com

Attorneys for Elon Musk and Tesla’s corporate directors are asking a Delaware judge to vacate her ruling requiring the company to rescind a massive and unprecedented pay package for Musk.

Friday's hearing follows a January ruling in which Chancellor Kathaleen St. Jude McCormick concluded that Musk engineered the landmark 2018 pay package in sham negotiations with directors who were not independent. The compensation package initially carried a potential maximum value of about $56 billion, but that sum has fluctuated over the years based on Tesla's stock price.

Following the court ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package for a second time, again by an overwhelming margin.

Defense attorneys say the vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out in her January ruling, are adamant that Musk is entitled to the pay package.

“Honoring the shoulder vote would affirm the strength of our corporate system,” David Ross, an attorney for Musk and the other individual defendants, told McCormick. “This was stockholder democracy working.”

Ross told the judge that the defendants were not challenging the factual findings or legal conclusions in her ruling, but simply asking that she vacate her order directing Tesla to rescind the pay package.

McCormick, however, seemed skeptical of the defense arguments, peppering attorneys with questions and noting that there is no precedent in Delaware law for allowing a post-trial shareholder vote to ratify adjudicated breaches of fiduciary duty by corporate directors.

“This has never been done before,” she said.

Defense attorneys argued that, while they could find no case that is exactly comparable, Delaware law has long recognized shareholder ratification as a cure to corporate governance errors, and has long acknowledged the “sovereignty” of shareholders as the ultimate owners of a corporation.

“I candidly don’t see how Delaware law can tell the owners of the company that they’re not entitled to make the decision they made,” said Rudolf Koch, an attorney for Tesla.

Donald Verrilli, a lawyer for an induvial stockholder who owns more than 19,000 Tesla shares, suggested that it would be wrong for the lone shareholder who filed the lawsuit to thwart the will of the majority of Tesla shareholders. At the time the lawsuit was filed, the plaintiff owned just nine shares of Tesla stock.

“The voice of the majority of shareholders should matter…. This lawsuit is not representing the interest of the shareholders," Verrilli said.

Thomas Grady, an attorney for a group of Florida objectors who own or manage almost 8 million Tesla shares with some $2 billion, argued that for McCormick to rule for the plaintiff, she has to “disenfranchise” all other Tesla shareholders.

Greg Varallo, an attorney for the plaintiff, urged McCormick not to give any credence to the June shareholder vote, saying it has no legal precedent in Delaware or anywhere else. There also is no reason for the court to reopen the trial record and admit new evidence, he said.

Under Delaware law, stockholders have no authority to overrule courts by trying to use a post-trial ratification vote as a “giant eraser,” Varallo argued.

“Ratification is not magic, and it never has been,” Varallo added. “This should end here and now.”

McCormick gave no indication on when she would rule. She also has yet to rule on a huge and unprecedented fee request by plaintiff attorneys, who contend that they are entitled to legal fees in the form of Tesla stock valued at more than $7 billion.

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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

Elon Musk sees more resistance against his multibillion dollar pay package

just say no

A second shareholder advisory firm has come out against reinstating a pay package for Tesla CEO Elon Musk that was voided earlier this year by a Delaware judge.

ISS late Thursday joined Glass Lewis in recommending against the package, recently valued by the company at $44.9 billion but in January had a value of about $56 billion.

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.

ISS said in its recommendations on Tesla's proxy voting items that Musk's stock-based package was outsized when it was approved by shareholders in 2018, and it failed to accomplish board objectives voiced at that time.

The firm said that Tesla met the pay package’s performance objectives, and it recognized the company's substantial growth in size and profitability. But concerns about Musk spending too much time on other ventures that were raised in 2018 and since then have not been sufficiently addressed, ISS said.

“The grant, in many ways, failed to achieve the board’s other original objectives of focusing CEO Musk on the interests of Tesla shareholders, as opposed to other business endeavors, and aligning his financial interests more closely with those of Tesla stockholders,” ISS wrote.

Also, future concerns remain unaddressed, including a lack of clarity on Musk's future compensation and the potential for his pay to significantly dilute shareholder value, ISS wrote.

Musk plays big roles in his other ventures including SpaceX, Neuralink and the Boring Company. Last year he bought social media platform X and formed an artificial intelligence unit called xAI.

Last week the other prominent proxy advisory firm, Glass Lewis, also recommended against reinstating Musk's 2018 compensation package. The firm said the package would dilute shareholders' value by about 8.7%. The rationale for the package “does not in our view adequately consider dilution and its long-lasting effects on disinterested shareholders,” Glass Lewis wrote.

But in a proxy filing, Tesla said that Glass Lewis failed to consider that the 2018 award incentivized Musk to create over $735 billion in value for shareholders in the six years since it was approved.

“Tesla is one of the most successful enterprises of our time,” the filing said. “We have revolutionized the automotive market and become the first vertically integrated sustainable energy company."

Tesla is struggling with falling global sales, slowing electric vehicle demand, an aging model lineup and a stock price that has tumbled about 30% this year.

Tesla asked shareholders to restore Musk's pay package after it was rejected by a Delaware judge this year. At the time, it also asked to shift the company’s legal corporate home to Texas.

Glass Lewis recommended against moving the legal corporate home to Texas, but ISS said it favored the move.

California’s public employee retirement system, which holds a stake in Tesla, said it has not made a final decision on how it will vote on Musk’s pay. But CEO Marcie Frost told CNBC that as of Wednesday, the system would not vote in favor. CalPERS, which opposed the package in 2018, said it will discuss the matter with Tesla “in the coming days.”

In January, Delaware Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to the landmark stock compensation that was to be granted over 10 years.

Ruling on a lawsuit from a shareholder, she voided the pay package, saying that Musk essentially controlled the board, making the process of enacting the compensation unfair to stakeholders. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf,” she wrote in her ruling.

In a letter to shareholders released in a regulatory filing last month, Tesla Chairwoman 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 the 2018 package. Shares at the time were up 571% since the pay package began.

“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, but the value of its shares has eroded quickly this year as EV sales soften.

The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year. 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.

Starting 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.

In April, Tesla said that it was letting about 10% of its workers go, about 14,000 people.

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UH report projects $1T in new midstream infrastructure needed to power AI era

midstream report

A new study from the University of Houston estimates that the U.S. will need more than $1 trillion in new midstream energy infrastructure investment by 2052 to meet the rising energy demands from data centers in the age of artificial intelligence.

According to the report, this would average $40 billion to $48 billion per year across investments in natural gas, oil, natural gas liquids, hydrogen and CO2 infrastructure.

UH, in collaboration with the INGAA Foundation and Wood and ESMIA Consultants, released the 2025 North American Midstream Infrastructure Report, which details the needs, pipelines and associated infrastructure necessary to meet global market needs and increased energy demands. UH led the consortium that conducted the analysis. Paul Doucette, hydrogen program officer at UH, served as the principal investigator of the report.

According to the U.S. Department of Energy, data center energy consumption could reach 800 terawatt-hours annually by 2050, a roughly 167 percent increase from 300 terawatt-hours in 2025. Meanwhile, electricity generation from all energy sources is projected to reach 5,858 terawatt-hours in 2052, a 27 percent increase over current levels.

The report proposes two routes to meeting this level of demand.

The first scenario is a reference case based on current federal, state and provincial policies as of April 1, 2025. The second option presents a low-carbon scenario. The report concludes that natural gas would need to remain a “foundational component of the region’s energy system” in both scenarios.

“Meeting energy demand is a critical challenge right now, and this report quantifies the necessary midstream infrastructure and corresponding development dollars needed to meet that demand,” Hebe Shaw, executive director of the INGAA Foundation, said in a news release. “Meeting the energy needs of North America will require sustained investment and development, which must begin now to ensure a safe, reliable and affordable energy system.”

The report also identified several key midstream infrastructure requirements, including:

  • 103,000 miles of new natural gas gathering pipelines
  • 37,000 miles of additional natural gas transmission pipelines, which includes approximately 33,800 miles in the United States
  • 24 million jobs over 25 years

The report adds that hydrogen, carbon capture, utilization, and storage (CCUS), and other decarbonization strategies can help meet infrastructure needs.

UH released a condensed version of the report here.

10+ must-attend Houston energy events happening in Q3 2026

Must-attend meetings

Editor's note: Q3 is here, and with it, a full slate of must-attend events for Houston energy professionals. On the agenda are exciting exhibitions, expos, week-long happenings, and more. Mark your calendars for these top Houston energy transition events taking place July to September 2026, and begin registering today. Please note: this article may be updated to include additional events.

July 15-16: Downstream USA Conference & Exhibition

Now in its 14th year, Reuters Events: Downstream USA 2026 brings together 3,000+ decision‑makers from refining, chemicals, petrochemicals, EPCs, technology providers, and more. Join the industry’s largest and most influential downstream gathering, which features more than 160 exhibition spaces to connect owner-operators and solution providers through interactive, peer-led session formats and onstage discussions.

This event begins July 15 at George R. Brown Convention Center. Register here.

July 24: Chevron Innovation Competition

The University of Houston presents the 5th Annual Chevron Innovation Commercialization Competition, a dynamic event that empowers students to transform cutting-edge energy research into real-world solutions. This event is sponsored by Chevron and coordinated by UH Energy.

The elimination round takes place July 24 at 2 pm. Find details here.

August 17-20: IMAGE '26

Co-hosted by SEG and AAPG, the International Meeting for Applied Geoscience and Energy event (IMAGE '26) is the world’s premier gathering for geoscientists, energy professionals, and industry leaders to connect and innovate. A global audience from all sectors of geosciences and energy come together in Houston to collaborate and network through a comprehensive technical program with more than 1,100 presentations, engaging panel discussions, hands-on workshops and courses, and a unique exhibition experience.

This event begins August 17 at George R. Brown Convention Center. Register here.

August 18-19: AVEVA Day Energy & EPC

AVEVA Day Energy & EPC brings together 400+ leaders and experts from the oil & gas, energy, chemicals, and EPC industries. Attendees will connect with peers facing similar challenges, learn from real customer stories, and discover how companies are accelerating operations with AI and industrial intelligence.

This event begins August 18 at Westin Houston Memorial City. Register here.

August 26-27: Texas Energy Forum 2026

Organized by U.S. Energy Stream, the 2026 conference will focuses on the theme, "AI Runs on Texas Energy: How Texas and Alberta Are Powering the AI Revolution." The forum brings together U.S. Senators, members of Congress, senior government officials, and leaders from the energy, technology, manufacturing, and financial sectors for candid discussions on the energy, infrastructure, and technological advancements required to power the AI revolution and strengthen American competitiveness.

This event begins August 26 at the Petroleum Club of Houston. Register here.

September 13-18: Houston Energy & Climate Week

Houston Energy & Climate Week is a six-day gathering that welcomes an unparalleled selection of global energy leaders and communities to the energy capital of the world for a full slate of events, from tech tours and networking to a climatetech summit and digital symposium.

This event kicks off September 13 and continues for six days. Find details here.

September 14-18 Houston Energy + Climate Startup Week

Launched in 2024, the official Houston Energy and Climate Startup Week returns for its third year, showcasing how Houston is developing and scaling real solutions by meeting growing global energy demand while reducing carbon emissions. Join leading energy and climate venture capital investors, industry leaders, and startups from around the world for this showcase of the most innovative companies and technologies that are transforming the energy industry while driving a sustainable, low-carbon energy future.

This event kicks off September 14 and continues all week. Find details here.

September 20-23: 2026 Geothermal Rising Conference

Geothermal Rising Conference is the industry’s flagship annual conference, reflecting the global nature of the geothermal industry while highlighting the width and breadth of the community. The conference offers technical, policy, and market sessions, educational seminars, tours of geothermal and renewable energy projects, and numerous networking opportunities. An additional expo showcases projects, services, and state-of-the-art technology and equipment for the geothermal community.

This event begins September 20 at Marriott Marquis Houston. Register here.

September 22-23: 2026 API Offshore Safe Lifting Conference & Expo

The 2026 API Offshore Safe Lifting Conference & Expo is your opportunity to see the latest offshore developments while sharing experiences, practices, and even information on real-life incidents. The 2026 program features two full days of technical sessions, regulatory insights, and networking focused on advancing offshore lifting safety, with keynotes, emerging technologies, and multiple networking opportunities.

This event begins September 22 at the Royal Sonesta Houston Galleria. Register here.

September 22-24: Intelligent Asset Management in Energy Summit

The Intelligent Asset Management in Energy Summit is the premier North American event dedicated to helping energy leaders unlock the full potential of their assets through advanced analytics, predictive maintenance, and integrated digital strategies. The 2026 summit will cover how innovative asset management solutions can reduce downtime, optimize performance, and deliver measurable ROI in a rapidly evolving energy landscape.

This event begins September 22 at Norris Conference Center. Register here.

Houston startup secures $5M to turn oilfield wastewater into critical minerals

fresh funding

Houston-based startup Altillion has secured $5 million in seed funding to accelerate the commercialization of its proprietary IRIS and ALIX technologies, which convert oilfield-produced water into valuable minerals.

San Francisco-based EIC Rose Rock and Houston-based Flathead Forge led the round. Altillion says the funding will go toward pilot facilities and commercial deployments as the company looks to scale in the U.S.

“Altillion’s efficient and scalable technologies are needed more than ever to reshape critical mineral recovery and facilitate beneficial use of oilfield brines,” Jay Keener, Altillion’s CEO and co-founder, said in a news release. “We’re uniquely positioned to provide a stable, domestic supply of the critical minerals needed for electronics, batteries, healthcare and national defense technologies. This investment from EIC Rose Rock and Flathead Forge enables us to strategically accelerate this impact and is very timely given the current geopolitical dynamics.”

Altillion's IRIS and ALIX platforms extract minerals like iodine, lithium and copper from oilfield-produced water, geothermal brines and salars. This process allows companies to unlock new sources of revenue while also boosting the domestic critical minerals supply chain. The company announced earlier this summer that it will launch a feasibility project in the Permian Basin and aims to develop a path to commercial-scale implementation in the field.

“We are excited to partner with Altillion to scale and deploy these world-class technologies to access the vast wealth hidden in wastewater,” David Clouse, Managing Director of EIC Rose Rock, added in the release. “With Altillion, we’re expanding our ability to empower the energy industry to domestically source the critical minerals America needs for a robust economy and supply chain.”

Altillion was founded by Keener and COO Scott Buckwald in 2023. Keener previously founded KDH Trading, where Buckwald also serves as COO, according to his LinkedIn page.

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