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.

“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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Wind and solar supplied over a third of ERCOT power, report shows

power report

Since 2023, wind and solar power have been the fastest-growing sources of electricity for the Electric Reliability Council of Texas (ERCOT) and increasingly are meeting stepped-up demand, according to a new report from the U.S. Energy Information Administration (EIA).

The report says utility-scale solar generated 50 percent more electricity for ERCOT in the first nine months this year compared with the same period in 2024. Meanwhile, electricity generated by wind power rose 4 percent in the first nine months of this year versus the same period in 2024.

Together, wind and solar supplied 36 percent of ERCOT’s electricity in the first nine months of 2025.

Heavier reliance on wind and solar power comes amid greater demand for ERCOT electricity. In the first nine months of 2025, ERCOT recorded the fastest growth in electricity demand (5 percent) among U.S. power grids compared with the same period last year, according to the report.

“ERCOT’s electricity demand is forecast to grow faster than that of any other grid operator in the United States through at least 2026,” the report says.

EIA forecasts demand for ERCOT electricity will climb 14 percent in the first nine months of 2026 compared with the same period this year. This anticipated jump coincides with a number of large data centers and cryptocurrency mining facilities coming online next year.

The ERCOT grid covers about 90 percent of Texas’ electrical load.

Micro-nuclear reactor to launch next year at Texas A&M innovation campus

nuclear pilot

The Texas A&M University System and Last Energy plan to launch a micro-nuclear reactor pilot project next summer at the Texas A&M-RELLIS technology and innovation campus in Bryan.

Washington, D.C.-based Last Energy will build a 5-megawatt reactor that’s a scaled-down version of its 20-megawatt reactor. The micro-reactor initially will aim to demonstrate safety and stability, and test the ability to generate electricity for the grid.

The U.S. Department of Energy (DOE) fast-tracked the project under its New Reactor Pilot Program. The project will mark Last Energy’s first installation of a nuclear reactor in the U.S.

Private funds are paying for the project, which Robert Albritton, chairman of the Texas A&M system’s board of regents, said is “an example of what’s possible when we try to meet the needs of the state and tap into the latest technologies.”

Glenn Hegar, chancellor of the Texas A&M system, said the 5-megawatt reactor is the kind of project the system had in mind when it built the 2,400-acre Texas A&M-RELLIS campus.

The project is “bold, it’s forward-looking, and it brings together private innovation and public research to solve today’s energy challenges,” Hegar said.

As it gears up to build the reactor, Last Energy has secured a land lease at Texas A&M-RELLIS, obtained uranium fuel, and signed an agreement with DOE. Founder and CEO Bret Kugelmass said the project will usher in “the next atomic era.”

In February, John Sharp, chancellor of Texas A&M’s flagship campus, said the university had offered land at Texas A&M-RELLIS to four companies to build small modular nuclear reactors. Power generated by reactors at Texas A&M-RELLIS may someday be supplied to the Electric Reliability Council of Texas (ERCOT) grid.

Also in February, Last Energy announced plans to develop 30 micro-nuclear reactors at a 200-acre site about halfway between Lubbock and Fort Worth.

Rice University partners with Australian co. to boost mineral processing, battery innovation

critical mineral partnership

Rice University and Australian mineral exploration company Locksley Resources have joined together in a research partnership to accelerate the development of antimony processing in the U.S. Antimony is a critical mineral used for defense systems, electronics and battery storage.

Rice and Locksley will work together to develop scalable methods for extracting and utilizing antimony. Currently, the U.S. relies on imports for nearly all refined antimony, according to Rice.

Locksley will fund the research and provide antimony-rich feedstocks and rare earth elements from a project in the Mojave Desert. The research will explore less invasive hydrometallurgical techniques for antimony extraction and explore antimony-based materials for use in batteries and other energy storage applications.

“This strategic collaboration with Rice marks a pivotal step in executing Locksley’s U.S. strategy,” Nathan Lude, chairman of Locksley Resources, said in a news release. “By fast-tracking our research program, we are helping rebuild downstream capacity through materials innovation that the country urgently requires.”

Pulickel Ajayan, the Benjamin M. and Mary Greenwood Anderson Professor of Materials Science and Nanoengineering at Rice, is the principal investigator of the project.

“Developing scalable, domestic pathways for antimony processing is not only a scientific and engineering challenge but also a national strategic priority,” Ajayan said in the news release. “By combining Rice’s expertise in advanced materials with Locksley’s resources, we can address a critical supply chain gap and build collaborations that strengthen U.S. energy resilience.”

The Rice Advanced Materials Institute (RAMI) will play a major role in supporting the advancement of technology and energy-storage applications.

“This partnership aligns with our mission to lead in materials innovations that address national priorities,” Lane Martin, director of RAMI, said in a news release. “By working with Locksley, we are helping to build a robust domestic supply chain for critical materials and support the advancement of next-generation energy technologies.”

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