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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Tesla, Houston City College to receive millions for workforce training

texas talent

Gov. Greg Abbott announced $1.73 million in workforce training grants for the Houston and Rio Grande Valley regions late last month, with the bulk of the funding heading toward Houston.

The funding comes through the Skills Development Fund (SDF) grant program from the Texas Workforce Commission. The grants will help train 689 current and new workers in technology, manufacturing, technology, logistics and other fields in high demand.

Three grants totaling $1.56 million will go to Houston City College to develop training programs for 602 Houston-area workers.

The largest grant, totaling $782,998, will go toward training 261 employees for Tesla Inc. as welders, maintenance technicians, process technicians and other jobs. In addition to Tesla’s $200 million megafactory in Brookshire, Texas, the electric vehicle company is also considering building a $10.1 billion solar cell manufacturing facility in Fort Bend County called Project Sun City. The company recently expanded its self-driving Robotaxi service throughout 610 Loop and northwest Houston.

A second grant of $690,044 will go toward training 300 workers at Texas Tissue LLC and Karsten Management LLC as frontline supervisors, production line operators, design specialists and maintenance technicians. An allocation of $83,963 will go toward training 41 workers at Watchfire Signs LLC as production supervisors, operations specialists, industrial maintenance technicians, and more.

According to HCC, its Corporate Training and Development will coordinate the program in partnership with the college’s Advanced Manufacturing Center of Excellence Southwest and the Material Science Center of Excellence Welding Department.

“These grants demonstrate how state agencies, employers and Houston City College can work together to meet evolving workforce needs, strengthen Texas businesses and create meaningful opportunities for workers,” HCC Chancellor Margaret Ford Fisher said in a news release.

TWC granted an additional $169,087 to Workforce Solutions Lower Rio Grande Valley to train 87 workers at Denso Ten America Limited, Alps Logistics (USA) Inc., Index Fresh Inc. and Emerson Electric Co.

“When we align local training directly with the needs of expanding industries, we strengthen the regional economy,” TWC Chairman Joe Esparza said in the news release. “These Skills Development Fund grants empower Houston City College and Workforce Solutions Lower Rio Grande Valley to provide the specialized, high-demand training that employers need to succeed right here in Texas.”

Texas A&M wins $5.4M DOE grant for advanced nuclear fuel research

fresh funding

The U.S. Department of Energy has awarded Texas A&M Engineering Experiment Station (TEES) a $5.4 million grant to research ways to turn nuclear waste into fuel.

The goal of the project, “Turning Nuclear Waste into Fuel with a Thorium Molten Salt Reactor,” is to develop innovative reactor fuel technology that could help transform long-lived nuclear waste into a valuable energy resource while advancing the future of nuclear power, according to Texas A&M.

Lin Shao, a Texas A&M professor of nuclear engineering, will lead the project and unite researchers from TEES, Savannah River National Laboratory and Abilene, Texas-based nuclear power company Natura Resources. The team will use experimental testing, fuel preparation, reactor design and computational modeling in their work.

“Texas A&M Engineering is honored to receive this support from the Department of Energy to advance groundbreaking nuclear energy technologies,” Robert H. Bishop, vice chancellor and dean of Texas A&M Engineering and director of TEES, said in a news release. “This research aligns directly with our mission to solve the nation’s most pressing engineering challenges through innovation and collaboration. We have an opportunity to develop solutions that reduce nuclear waste, improve energy reliability and help maintain American leadership in advanced nuclear technologies.”

Texas A&M’s award is part of the DOE's Advanced Research Projects Agency-Energy (ARPA-E) $50 million advancement for next-generation nuclear fuels through the High-performance Optimized Recycled Nuclear Isotopes for Gen IV reactors (HORNIG) program. Texas A&M was one of eight projects selected as part of the ARPA-E efforts.

“America’s energy future depends on bold innovation and strong partnerships between the federal government, national laboratories, universities and industry,” U.S. Deputy Secretary of Energy James P. Danly said when he awarded the grant on campus Oct. 29. “This project demonstrates how we can address long-term nuclear waste challenges while advancing technologies that strengthen our nation’s energy security. The Department of Energy is proud to support research that has the potential to unlock new value from existing nuclear materials and accelerate the deployment of advanced reactor systems.”

Zero-emission electric air taxi network to land in Texas in 2027

Electric Travel

San Jose, California-based aerospace company Archer Aviation is bringing its air-taxi system to the “Texas triangle” of Houston, Austin and Dallas-Fort Worth.

Currently, the planned zero-emission electric air taxi networks will use Archer’s Midnight air taxi to “turn 60- to 90-minute drives to major airports, business districts and major destinations into 10- to 20-minute flights,” the company said in a news release. Archer plans to begin flights in the Texas triangle next year.

The Midnight air taxi is an all-electric vertical takeoff and landing (eVTOL) aircraft. It can carry four passengers and a pilot and is designed for consecutive flights of about 20 miles.

Archer cites the Texas triangle as one of the busiest and fastest-growing “megaregions” in the country due to its proximity to coastal regions, major airports, and a number of business districts.

Archer Chief Commercial Officer Nikhil Goel described the air taxi experience to CW Houston as “100 times quieter than a helicopter for the price of an Uber Black.” He added that the air taxis are a combination of a helicopter, a small airplane and a drone.

In Houston, Archer’s air taxi network will aim to connect George Bush Intercontinental, William P. Hobby and Sugar Land Regional Airport with downtown destinations, including the Thompson Hotel helipad, and Galveston.

In Austin, it plans to link the city's Austin-Bergstrom International Airport and Austin Executive Airport with the F1 Circuit Helipad at the Circuit of the Americas. Archer debuted its Midnight aircraft at the F1 Prix in the Fan Zone and the F1 Paddock at Austin’s COTA.

The Dallas-Fort Worth network is slated to include Dallas-Fort Worth International Airport, Dallas Love Field, Addison Airport, Arlington Municipal Airport, Fort Worth Meacham International Airport and Perot Field Fort Worth Alliance Airport, plus major business hubs like Frisco Station.

“Texas is setting the bar for America’s leadership in the next generation of aviation,” Adam Goldstein, founder and CEO of Archer Aviation, said in the release. “Our planned networks will make the benefits of electric air taxis real for Texans — trading hours in traffic for minutes in the air, while connecting the biggest airports, business districts and sporting hubs in ways that America’s largest megaregion needs to grow.”

Archer is working with state and local partners to develop charging infrastructure and plans to pursue Texas operations through the White House’s eVTOL Integration Pilot Program, according to the release. It recently completed its "No Roads" flight tour, which included multiple flights over the San Francisco Bay, and flew to seven cities over three days.

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This article first appeared on InnovationMap.com.