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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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ENGIE strikes clean energy deal with Houston biomanufacturer

energy match

ENGIE North America has signed an agreement with Aker BioMarine to supply around-the-clock, Texas-sourced clean energy to the Norwegian company's Houston manufacturing facility.

The deal is through ENGIE's 24/7 offering, which allows users to "match electricity consumption with local renewable generation on an hourly basis," rather than annual renewable energy matching, according to a news release.

Houston-based ENGIE NA will match 90% of Aker BioMarine's hourly electricity consumption at its Houston facility through renewable energy certificates that link electricity consumed to clean power generated. The renewable energy will be sourced largely from ENGIE's Impact Solar Project in Lamar County, Texas.

“Working with companies that have made sustainability a core part of their strategy is essential to delivering meaningful progress,” Taymur Bunkheila, regional VP and retail supply lead for ENGIE’s U.S. 24/7 product, said in the release. “By aligning energy solutions with operational needs, we can help organizations improve transparency, strengthen accountability, and deliver measurable outcomes. This agreement demonstrates how companies can take practical steps today while building toward long-term sustainability objectives.”

Aker BioMarine, which develops sustainable marine-based ingredients, processes the majority of its krill and algae products at its Houston facility. The company says the deal with ENGIE marks an important step in reducing the environmental footprint of its operations.

“Through this agreement, we expect to reduce our Scope 2 emissions, marking an important milestone in our broader sustainability journey,” Matts Johansen, CEO at Aker BioMarine, added in the release. “ENGIE has delivered an affordable, innovative and transparent solution that allows us to match our electricity consumption for our Houston manufacturing facility with renewable power generation. The transparent data ENGIE provides strengthens our climate reporting while helping us continue delivering high-quality products with a lower environmental footprint."

ENGIE has more than 11 gigawatts of renewable energy projects in operation or under construction in the U.S. and Canada. The company is targeting 95 gigawatts by 2030

ExxonMobil announces date to move legal headquarters to Texas

save the date

Energy giant Exxon Mobil Corp. has set a date to move its legal headquarters to Texas.

The Spring-based company announced this week that the redomiciliation from New Jersey to Texas is expected to be effective July 1. Exxon's board of directors unanimously recommended redomiciling in the Lone Star State in March, and shareholders approved the move to Texas at the company’s annual meeting in May.

As part of the move, ExxonMobil Holdings Corp. will replace Exxon Mobil Corp. of New Jersey and become the publicly traded parent company. Exxon reports that its shares will continue to trade on the New York Stock Exchange under the ticker symbol “XOM,” and that shareholders do not need to take action.

At the time of the recommendation, Exxon said the move would not affect business operations, management, strategy, assets or employee locations.

Exxon Chairman and CEO Darren Woods added that the redomiciliation was in part due to Texas' business-friendly environment and policies.

"Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value,” Woods said in a news release. "Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.”

The Associated Press reports that about 30 percent of Exxon's employees work in Texas. Exxon's legal headquarters has been based in New Jersey since 1882, when it was Standard Oil Company.

Exxon moved its operational headquarters from Irving, Texas, to the Houston area in 2023.

Exxon was the highest-ranking Houston-area company on this year's Fortune 500 list, coming in at No. 9. Houston tied with Chicago for the second-most Fortune 500 headquarters on this year's list, with Texas leading the nation for the most Fortune 500 headquarters (57).

“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.”

Houston startups named to World Economic Forum cohort for carbon removal, clean technologies

top honor

Two Houston-based startups have been selected to join the World Economic Forum's Technology Pioneers community.

The two-year program aims to help mission-driven, early-stage start-ups scale their innovations through multi-stakeholder initiatives, co-creating partnerships and other gatherings for community members. One-hundred startups are selected each year from around the globe, this year hailing from 23 countries and working in AI, energy, space, biotech markets and more.

Cleantech startup Vaulted Deep was one of 11 energy and climate companies to be named to the cohort. Julia Reichelstein and Omar Abou-Sayed founded the company in 2023. Its technology injects excess organic waste underground to remove carbon dioxide from the atmosphere.

Last year, Vaulted Deep inked a 12-year deal with Microsoft to remove up to 4.9 million metric tons of carbon dioxide from the environment.

The startup has earned several accolades in recent years, including a No. 3 spot on Fast Company’s list of the World’s Most Innovative Companies of 2026. It was also recently named to market intelligence and advisory firm Cleantech Group's annual Global Cleantech 100 list for a second year in a row.

"Waste management is one of the world's great invisible infrastructure systems ... The need for new infrastructure is growing as disposal challenges become more complex and regulations evolve. Vaulted is building the first new disposal pathway for organic waste in decades by putting it deep underground, permanently," the company shared in a LinkedIn post. "This year, we're joining the World Economic Forum's 2026 Tech Pioneers alongside innovators working on the many interconnected challenges shaping our future."

Houston-based Venus Aerospace was also selected to join the cohort, along with six other spacetech companies. The company was founded in 2020 by Sassie and Andrew Duggleby.

The startup specializes in next-generation rocket engine propulsion as a cleaner alternative to traditional combustion engines. The company's rotating detonation rocket engine (RDRE) burns fuel more efficiently and completed a successful high-thrust test flight last year. Venus says it’s the only company in the world that makes a flight-proven, high-thrust RDRE with a “clear path to scaled production.”

"Frontier technologies matter most when they expand what people, industries, and nations can do," Sassie Duggleby, co-founder and CEO of Venus, said in a news release. "For Venus, RDRE does not just represent a more efficient engine. It is a foundation for faster movement, more capable space systems, and new forms of connectivity across the planet. Being named a Technology Pioneer validates the potential of this technology to help shape a future where distance is less limiting."

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