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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Houston lands 27 Fortune 500 headquarters, led by energy heavyweights

HQ leader

Houston is a giant among U.S. hubs for corporate headquarters.

The 2026 Fortune 500 lists 27 companies based in the Houston area, with many energy companies claiming top spots. Houston ties with Chicago for the second-most Fortune 500 headquarters, preceded only by New York City (53). Dallas-Fort Worth is home to 23 Fortune 500 headquarters.

Texas leads the nation for Fortune 500 headquarters (57), with California in the No. 2 spot and New York at No. 3.

“Texas is the undisputed headquarters of headquarters,” Gov. Greg Abbott said in a news release. “The world’s leading businesses invest with confidence in Texas because of our welcoming business climate, predictable regulatory environment, and skilled and growing workforce. People and businesses are choosing Texas because Texas works.”

The 2026 Fortune 500 ranks the largest U.S. corporations based on revenue in fiscal year 2025.

Here’s a rundown of the 27 Fortune 500 companies based in the Houston area.

  • No. 9 ExxonMobil
  • No. 21 Chevron
  • No. 29 Phillips 66
  • No.55 Sysco
  • No. 75 ConocoPhillips
  • No. 89 Enterprise Products Partners
  • No. 103 Plains GP Holdings
  • No. 133 Hewlett Packard Enterprise
  • No. 149 NRG Energy
  • No. 157 Quanta Services
  • No. 164 Baker Hughes
  • No. 173 Occidental Petroleum
  • No. 179 Waste Management
  • No. 201 EOG Resources
  • No. 204 Group 1 Automotive
  • No. 207 Halliburton
  • No. 223 Cheniere Energy
  • No. 236 Corebridge Financial
  • No. 262 Targa Resources
  • No. 266 Kinder Morgan
  • No. 388 Westlake
  • No. 435 CenterPoint Energy
  • No. 438 APA
  • No. 440 Comfort Systems USA
  • No. 455 NOV
  • No. 488 KBR
  • No. 496 Coterra Energy. Oklahoma City, Oklahoma-based Devon Energy and Houston-based Coterra Energy merged in early May, with the combined company retaining the Devon Energy name and the Houston headquarters.

The Greater Houston Partnership notes the Houston area soon will welcome its 28th Fortune 500 company. Expand Energy (formerly Chesapeake Energy), appearing at No. 362 on the 2026 list, says it’s moving its headquarters from Oklahoma City to Spring this year.

As the natural gas producer prepares to relocate to Texas, it’s hunting for a new leader. Nick Dell’Osso stepped down as president and CEO earlier this year. Board Chairman Michael Wichterich is interim president and CEO.

Dell’Osso became president and CEO of Oklahoma City-based Gulfport Energy effective May 28.

ERCOT braces for record-breaking power demand this summer

hot temps, high demand

The Electric Reliability Council of Texas, which manages about 90 percent of the state’s power, is waving a warning flag: The ERCOT grid may set a new record for peak demand this summer.

Based on expectations for a hotter summer this year than last year, ERCOT predicts power demand will hit a peak of more than 92.2 gigawatts this summer — enough power for roughly 18.4 million homes.

“Given the potential for extreme heat combined with significant load growth, ERCOT may surpass its current all-time summer peak,” the organization says in its 2026 summertime forecast.

Further taxing the ERCOT grid are power-hungry data centers and cryptocurrency-mining facilities.

Last year’s peak summer demand for ERCOT reached 83.7 megawatts on Aug. 18, and all-time peak demand of 85.5 gigawatts was recorded on Aug. 10, 2023.

Fortunately, ERCOT believes the grid is in good shape to withstand this summer’s heat: It found a 0.09 percent chance of a grid emergency in June and a 0.21 percent chance in July.

More generation of electricity from solar and wind is helping ERCOT meet stepped-up demand prompted by population growth, and the significant power needs of data centers and cryptocurrency-mining facilities.

About 27 million Texas customers depend on power from ERCOT’s grid.

Texas awards $73M for Houston-area grid resilience project

grid funding

Texas Gov. Gregg Abbott announced millions in funding for energy resilience projects around this state this week, with one major project set to impact the greater Houston area.

As part of the Texas Energy Fund's Outside of ERCOT Grant Program, the state announced a roughly $73 million agreement with the Sam Houston Electric Cooperative to replace and upgrade more than 9,000 electric poles and improve other equipment in Montgomery, Liberty and Hardin counties. The agreement is the first for the fund's Outside of ERCOT Grant Program, which supports state projects outside of the state's largest grid.

The multibillion-dollar Texas Energy Fund aims to "finance the construction, maintenance, and modernization of electric facilities across Texas." It was approved by voters in 2023. Other programs within the fund include the:

  • In-ERCOT Generation Loan Program
  • Completion Bonus Grant Program
  • Texas Backup Power Package Program

“The Texas Energy Fund delivers real results for Texans and strengthens the electric systems that families, businesses, and communities depend on,” Abbott said in a news release. “This grant to Sam Houston Electric Cooperative will replace thousands of vulnerable utility poles to better withstand severe weather and ensure a more reliable and resilient grid in East Texas.”

The Houston-area project, nicknamed Steel Anchor, is expected to be completed by June 2031. According to the release from the governor's office, the Sam Houston Electric Cooperative’s territory is one of the most hurricane-prone service areas in the state. The cooperative serves more than 38,000 Texas consumers

“Over the past decade, Sam Houston EC has strategically replaced poles to improve the strength of its electricity distribution system. This grant will boost the Cooperative’s ongoing grid-hardening and resiliency program,” Doug Turk, CEO of the Sam Houston Electric Cooperative, added in the release.

Following the announcement of the Sam Houston funding, Abbott's office also awarded another $200 million from the Outside of ERCOT Grant Program to upgrade approximately 700 miles of power equipment in Northeast Texas. The equipment is operated by Southwestern Electric Power Company, which serves more than 192,000 Texas consumers. The project will include improvements to 200 circuits, replacing aging copper wire with aluminum alloy conductors and replacing existing utility poles.

Additionally, the state announced its seventh Texas Energy Fund loan agreement for a 570 megawatt natural gas power plant in Sherman, Texas. The 20-year loan of up to $411 million is between the Public Utility Commission of Texas and Rayburn Electric Cooperative and is part of the fund's In-ERCOT Generation Loan Program. Rayburn will build the facility near its existing Rayburn Energy Station 1 in the Texoma region. It will connect to the ERCOT North Load Zone.

“When Texas voters overwhelmingly approved the Texas Energy Fund, they gave us a mandate to secure new, reliable power generation for Texas,” PUCT Chairman Thomas Gleeson added in a release. “The TxEF is delivering on that promise, and Rayburn Electric Cooperative’s new 570 MW power plant is proof. We are ensuring Texas families and businesses have power they can depend on for years to come.”