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.

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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8 must-attend Houston energy events happening in November 2026

Mark your calendars

Editor's note: The November calendar is front-loaded with events for those in Houston's energy sector. From annual summits to an expo exploring AI and energy, these are the events you'll want to register for this month.

Nov. 2 — Energy Leadership Speaker Series

Join UH Energy for a conversation with Jason Wells, Chair, President, and Chief Executive Officer of CenterPoint Energy. The Energy Leadership Speaker Series is a year-long program featuring 12 expert-led sessions covering topics from energy leadership to AI and data science in energy operations. The November topic is "Grid Modernization & The Electricity Revolution."

This event begins at 4:15 pm on November 2 at the University of Houston. Find details here.

Nov. 3-4 — Next-Gen AI for Energy Summit 2026

The summit brings together over 600 senior executives from energy, technology, policy, and investment communities worldwide to explore six strategic areas: operational optimization, digital infrastructure, finance, digital twins, risk management, cybersecurity, and AI-driven market and regulatory strategies. The summit is co-located with EnergyTech X, an invite-only forum connecting energy innovators, AI founders, startups, and investors to scale next-generation energy technologies.

This event begins Nov. 3 at the Intercontinental Houston. Register here.

Nov. 3-5: 17th Annual Operational Excellence in Oil & Gas Summit

The 17th Annual Operational Excellence in Oil & Gas Summit will focus on aligning technology, process, and workforce to balance reliability, resilience, and operational cost. It will feature case studies on AI adoption, asset management, and workforce modernization.

This event begins Nov. 3 at Norris Conference Center. Register here.

Nov. 4-5 — 2026 OPIS Global LPG Conference: Powering Global Connectivity

This November, industry leaders, traders, producers, and infrastructure stakeholders will once again converge in Houston—the world’s LPG hub—for the 2026 OPIS Global LPG Conference. The conference will cover the global LPG market, which is entering a new phase of structural evolution, and how the industry is moving from managing volume to mastering the connectivity between expanding supply hubs and global energy and petrochemical demand.

This event begins Nov. 4 at the Royal Sonesta Houston Galleria. Register here.

Nov. 4-6: SAF North America Congress 2026

The aviation and energy value chains will gather in Houston once again to help shape the future of Sustainable Aviation Fuel (SAF) in North America. The focus will be on safeguarding progress made to date and ensuring SAF remains central to energy and climate strategies.

This event begins Nov. 4 at Marriott Marquis Houston. Register here.

Nov. 11: BNEF Summit Houston 2026

The BNEF Summit Houston 2026 will explore how AI-driven demand, geopolitical tensions, and electrification are reshaping energy systems at unprecedented speed. Bringing together 600 leaders across energy, tech, digital infrastructure and finance, the summit will address the race to build power, infrastructure, and supply chains — and who will fund, deliver, and benefit from the next phase of growth.

This event takes place Nov. 11 at Post Oak Houston. Register here.

Nov. 11-12: Energy Supply Chain & Procurement Summit

For 12 years, the Energy Supply Chain and Procurement Summit has brought senior procurement, supply chain, and logistics leaders to Houston — from operators, EPCs, utilities, service and equipment providers, and the suppliers they depend on. At the 2026 summit, leaders will discuss what production growth is doing to sourcing, supplier risk, and assurance of supply, and what’s working.

This event begins Nov. 11 at Houston Marriott Uptown. Register here.

Nov. 18-19: American Data Centers & AI Conference and Exhibition 2026

Set to redefine the intersection of energy and digital infrastructure, the American Data Centers & AI Conference and Exhibition convenes in Houston for its second annual event. The event will address the increasing demand for high-performance computing and the sustainable development of AI infrastructure, which requires significant power. Participants can expect to learn about practical solutions in energy integration, modern data center design, and scalable approaches. The agenda includes presentations from leading experts, demonstrations of new technologies for thermal management and grid optimization, and detailed discussions on AI's environmental impact and how to reuse generated heat.

This event begins Nov. 18 at the Double Tree Hotel at Greenway Plaza. Register here.

Utah solar company acquires Houston projects, expands to Texas

solar deals

Utah-based solar technology and battery storage company SunPower has announced its expansion into Texas by acquiring “prime project assets” from Houston installer Green Light Solar.

As part of the deal, Green Light Solar CEO James Garrett will lead SunPower’s U.S. installation group. Garrett is based in the Houston area, according to LinkedIn.

Green Light Solar focuses on residential and commercial solar installations, battery backups and whole-home generators throughout Texas, Louisiana, Oklahoma and Colorado. As of press time, SunPower had not disclosed which specific projects or assets were included in the acquisition.

In addition to the Green Light acquisition, SunPower also announced its second strategic partnership with Fort Worth-based SOLRITE Energy, which provides solar and battery project financing and virtual power plant capabilities.

Through the partnership, SunPower plans to expand its residential solar and battery storage business and grow its virtual power plant (VPP) network in Texas.

A virtual power plant is a network of connected energy sources that can supply electricity to the grid when demand is high. The network draws on energy stored in individual residential and commercial battery systems. VPPs can also help participating homeowners generate additional revenue by selling their stored power.

“SOLRITE not only sources projects to us but also provides project funding for innovative systems with large batteries connected to a VPP, enabling power sales into the open market,” T. J. Rodgers, SunPower CEO, said in a news release. “That VPP capability provides an extra source of income that SOLRITE shares with homeowners and EPCs, making SOLRITE an attractive partner.”

SunPower will bring its sales, installation and lifetime warranty support to the partnership, while SOLRITE will provide its virtual power plant platform and solar financing capabilities, according to the release.

"Building our VPP business is a key part of SunPower’s growth strategy going forward,” Kapil Rai, EVP of Direct at SunPower, added in the release. “Our partnership with SOLRITE gives us a path to bring together customer acquisition, solar, storage deployment, and financing to develop this business in Texas and beyond.”

Solid-state generator company secures $9M in financing, names CTO

fresh financing

ATS Energy has secured a $9 million investment to help commercialize its solid-state generator technology, a representative from the company tells Energy Capital.

The Colorado-based company is a member of Houston's Greentown Labs climatech community and was named the second most-promising startup in the Innovations for Traditional Energy, Electricity, & the Grid track during CERA Week's Energy Venture Day and Pitch Competition in March.

ATS's technology converts industrial waste heat into electricity via its proprietary thermoelectric cartridges, according to a news release. The cartridges convert the otherwise wasted thermal energy directly into usable electricity with no turbine, no moving parts and no emissions.

"We have spent years building a proven track record of breakthrough technology," Doug Hudson, CEO of ATS Energy, said in the release. "What has developed over the past year is that markets are moving toward ATS Energy, said in the release. We've moved well beyond early interest to commercial commitments, active proposals and a pipeline that continues to expand across multiple industrial sectors. That puts us in a tremendous position to meet the moment in delivering energy to industry. This investment responds to real commercial opportunity, and it positions ATS Energy to scale production, meet customer demand faster, and drive commercial deployments."

According to the release, ATS plans to complete and deploy its first commercial generator using the thermoelectric cartridges by mid-2027. The company shared that it plans to begin revenue-generating operations next year, as well.

ATS has also named Edward Ganja as its new CTO. Ganja previously served as a technology advisor for ATS and spent more than 30 years at Shell, most recently as vice president of catalyst and analytical technology in Houston, according to LinkedIn.

"Having worked closely with the team as a Technology Adviser, I am thrilled to step into the Chief Technology Officer role to lead our technology strategy and advanced materials scale-up," Ganja shared in a LinkedIn post. "ATS is tackling crucial energy challenges, and I look forward to working with our talented team, partners, and industry colleagues to accelerate our commercial development and technological footprint."

A representative from the company shares that ATS has three employees in Texas, including two in Houston. The company is targeting industrial facilities, including Gulf Coast refineries and petrochemical plants, for its production model, which will leverage established manufacturing capabilities to help quickly scale its commercial pipeline.

"We are scaling manufacturing with the discipline required for commercial-grade industrial deployment, moving beyond proof-of-concept to deliver mission-critical equipment," Terry Hill, COO of ATS, added in the release. "We've been building the supply chain, identifying the right manufacturing partners and putting the processes in place to move toward repeatable production. By leveraging contract manufacturing, we can focus our capital on the technology, the product and our customers rather than building factories. Just as importantly, we're working to reduce the time between installations so we can respond to the demand we're seeing in the market."

ATS won the prestigious Earthshot Prize in the Fix Our Climate category in 2024. The Earthshot Prize, founded by Prince William, awards £1 million to five energy startups each year over a decade.