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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Expert: Why Texas must make energy transmission a top priority in 2026

guest column

Texas takes pride in running one of the most dynamic and deregulated energy markets in the world, but conversations about electricity rarely focus on what keeps it moving: transmission infrastructure.

As ERCOT projects unprecedented electricity demand growth and grid operators update their forecasts for 2026, it’s becoming increasingly clear that generation, whether renewable or fossil, is only part of the solution. Transmission buildout and sound governing policy now stand as the linchpin for reliability, cost containment, and long-term resilience in a grid under unprecedented stress.

At the heart of this urgency is one simple thing: demand. Over 2024 and 2025, ERCOT has been breaking records at a pace we haven’t seen before. From January through September of 2025 alone, electricity use jumped more than 5% over the year before, the fastest growth of any major U.S. grid. And it’s not slowing down.

The Energy Information Administration expects demand to climb another 14% in 2026, pushing total consumption to roughly 425 terawatt-hours in just the first nine months. That surge isn’t just about more people moving to Texas or running their homes differently; it’s being driven by massive industrial and technology loads that simply weren’t part of the equation ten years ago.

The most dramatic contributor to that rising demand is large-scale infrastructure such as data centers, cloud computing campuses, crypto mining facilities, and electrified industrial sectors. In the latest ERCOT planning update, more than 233 gigawatts of total “large load” interconnection requests were being tracked, an almost 300% jump over just a year earlier, with more than 70% of those requests tied to data centers.

Imagine hundreds of new power plants requesting to connect to the grid, all demanding uninterrupted power 24/7. That’s the scale of the transition Texas is facing, and it’s one of the major reasons transmission planning is no longer back-of-house policy talk but a central grid imperative.

Yet transmission is complicated, costly, and inherently long-lead. It takes three to six years to build new transmission infrastructure, compared with six to twelve months to add a new load or generation project.

This is where Texas will feel the most tension. Current infrastructure can add customers and power plants quickly, but the lines to connect them reliably take time, money, permitting, and political will.

To address these impending needs, ERCOT wrapped up its 2024 Regional Transmission Plan (RTP) at the end of last year, and the message was pretty clear: we’ve got work to do. The plan calls for 274 transmission projects and about 6,000 miles of new, rebuilt, or upgraded lines just to handle the growth coming our way and keep the lights on.

The plan also suggests upgrading to 765-kilovolt transmission lines, a big step beyond the standard 345-kV system. When you start talking about 765-kilovolt transmission lines, that’s a big leap from what Texas normally uses. Those lines are built to move a massive amount of power over long distances, but they’re expensive and complicated, so they’re only considered when planners expect demand to grow far beyond normal levels. Recommending them is a clear signal that incremental upgrades won’t be enough to keep up with where electricity demand is headed.

There’s a reason transmission is suddenly getting so much attention. ERCOT and just about every industry analyst watching Texas are projecting that electricity demand could climb as high as 218 gigawatts by 2031 if even a portion of the massive queue of large-load projects actually comes online. When you focus only on what’s likely to get built, the takeaway is the same: demand is going to stay well above anything we’ve seen before, driven largely by the steady expansion of data centers, cloud computing, and digital infrastructure across the state.

Ultimately, the decisions Texas makes on transmission investment and the policies that determine how those costs are allocated will shape whether 2026 and the years ahead bring greater stability or continued volatility to the grid. Thoughtful planning can support growth while protecting reliability and affordability, but falling short risks making volatility a lasting feature of Texas’s energy landscape.

Transmission Policy: The Other Half of the Equation

Infrastructure investment delivers results only when paired with policies that allow it to operate efficiently and at scale. Recognizing that markets alone won’t solve these challenges, Texas lawmakers and regulators have started creating guardrails.

For example, Senate Bill 6, now part of state law, aims to improve how large energy consumers are managed on the grid, including new rules for data center operations during emergencies and requirements around interconnection. Data centers may even be required to disconnect under extreme conditions to protect overall system reliability, a novel and necessary rule given their scale.

Similarly, House Bill 5066 changed how load forecasting occurs by requiring ERCOT to include utility-reported projections in its planning processes, ensuring transmission planning incorporates real-world expectations. These policy updates matter because grid planning isn’t just a technical checklist. It’s about making sure investment incentives, permitting decisions, and cost-sharing rules are aligned so Texas can grow its economy without putting unnecessary pressure on consumers.

Without thoughtful policy, we risk repeating past grid management mistakes. For example, if transmission projects are delayed or underfunded while new high-demand loads come online, we could see congestion worsen. If that happens, affordable electricity would be located farther from where it’s needed, limiting access to low-cost power for consumers and slowing overall economic growth. That’s especially critical in regions like Houston, where energy costs are already a hot topic for households and businesses alike.

A 2026 View: Strategy Over Shortage

As we look toward 2026, here are the transmission and policy trends that matter most:

  • Pipeline of Projects Must Stay on Track: ERCOT’s RTP is ambitious, and keeping those 274 projects, thousands of circuit miles, and next-generation 765-kV lines moving is crucial for reliability and cost containment.
  • Large Load Forecasting Must Be Nuanced: The explosion in large-load interconnection requests, whether or not every project materializes, signals demand pressure that transmission planners cannot ignore. Building lines ahead of realized demand is not wasteful planning; it’s insurance against cost and reliability breakdowns.
  • Policy Frameworks Must Evolve: Laws like SB 6 and HB 5066 are just the beginning. Texas needs transparent rules for cost allocation, interconnection standards, and emergency protocols that keep consumers protected while supporting innovation and economic growth.
  • Coordination Among Stakeholders Is Critical: Transmission doesn’t stop at one utility’s borders. Regional cooperation among utilities, ERCOT, and local stakeholders is essential to manage congestion and develop systemwide reliability solutions.

Here’s the bottom line: Generation gets the headlines, but transmission makes the grid work. Without a robust transmission buildout and thoughtful governance, even the most advanced generation mix that includes wind, solar, gas, and storage will struggle to deliver the reliability Texans expect at a price they can afford.

In 2026, Texas is not merely testing its grid’s capacity to produce power; it’s testing its ability to move that power where it’s needed most. How we rise to meet that challenge will define the next decade of energy in the Lone Star State.

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Sam Luna is director at BKV Energy, where he oversees brand and go-to-market strategy, customer experience, marketing execution, and more.

New Gulf Coast recycling plant partners with first-of-kind circularity hub

now open

TALKE USA Inc., the Houston-area arm of German logistics company TALKE, officially opened its Recycling Support Center earlier this month.

Located next to the company's Houston-area headquarters, the plant will process post-consumer plastic materials, which will eventually be converted into recycling feedstock. Chambers County partially funded the plant.

“Our new recycling support center expands our overall commitment to sustainable growth, and now, the community’s plastics will be received here before they head out for recycling. This is a win for the residents of Chambers County," Richard Heath, CEO and president of TALKE USA, said in a news release.

“The opening of our recycling support facility offers a real alternative to past obstacles regarding the large amount of plastic products our local community disposes of. For our entire team, our customers, and the Mont Belvieu community, today marks a new beginning for effective, safe, and sustainable plastics recycling.”

The new plant will receive the post-consumer plastic and form it into bales. The materials will then be processed at Cyclyx's new Houston Circularity Center, a first-of-its-kind plastic waste sorting and processing facility being developed through a joint venture between Cyclix, ExxonMobil and LyondellBasell.

“Materials collected at this facility aren’t just easy-to-recycle items like water bottles and milk jugs. All plastics are accepted, including multi-layered films—like chip bags and juice pouches. This means more of the everyday plastics used in the Chambers County community can be captured and kept out of landfills,” Leslie Hushka, chief impact officer at Cyclyx, added in a LinkedIn post.

Cyclyx's circularity center is currently under construction and is expected to produce 300 million pounds of custom-formulated feedstock annually.