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 announces annual meeting under pressure from shareholders

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Tesla has scheduled an annual shareholder meeting for November, one day after it came under pressure from major shareholders to do so.

Billionaire Elon Musk's company said in a regulatory filing on Thursday that the meeting would be held Nov. 6, but that may prove troublesome because it comes nearly three months after it is required to do so under state law in Texas, where the company is incorporated.

The annual meeting, given Tesla's fortunes this year, has the potential to be a raucous event and it is unclear how investors will react to the delay, which is rare for any major U.S. corporation.

Tesla shares have plunged 27% this year, largely due to blowback over Musk's affiliation with President Donald Trump, as well as rising competition.

The announcement of the meeting comes a day after a group of more than 20 Tesla shareholders sent a letter to the company's board pressing for an annual meeting after receiving no word of one with the deadline just days away.

Many shareholders have been miffed by Musk's participation in the Trump administration this year, saying he needs to focus on his EV company which is facing extraordinary pressures.

“An annual meeting provides shareholders with the opportunity to hear directly from the board about these concerns, and to vote for or against directors, the board’s approach to executive compensation, and other matters of material importance,” the group said in the letter.

The group cited Texas law, which requires companies to schedule annual shareholders meetings within 13 months of the prior annual meeting.

Tesla’s last shareholders meeting was on June 13 of last year, where investors voted to restore Musk’s record $44.9 billion pay package that was thrown out by a Delaware judge earlier that year.

Also on Thursday, Musk that the Grok chatbot will be heading to Tesla vehicles.

“Grok is coming to Tesla vehicles very soon. Next week at the latest,” Musk said on social media platform X, in response to a post stating that Grok implementation on Teslas wasn't announced on a Grok livestream Wednesday.

Grok was developed by Musk’s artificial intelligence company xAI and pitched as an alternative to “woke AI” interactions from rival chatbots like Google’s Gemini, or OpenAI’s ChatGPT.

Shares of Tesla rose 3% at the opening bell after tumbling this week when the feud between Trump and Musk heated up again.

Greentown Labs names Lawson Gow as its new Houston leader

head of hou

Greentown Labs has named Lawson Gow as its Head of Houston.

Gow is the founder of The Cannon, a coworking space with seven locations in the Houston area, with additional partner spaces. He also recently served as managing partner at Houston-based investment and advisory firm Helium Capital. Gow is the son of David Gow, founder of Energy Capital's parent company, Gow Media.

According to Greentown, Gow will "enhance the founder experience, cultivate strategic partnerships, and accelerate climatetech solutions" in his new role.

“I couldn’t be more excited to join Greentown at this critical moment for the energy transition,” Gow said in a news release. “Greentown has a fantastic track record of supporting entrepreneurs in Houston, Boston, and beyond, and I am eager to keep advancing our mission in the energy transition capital of the world.”

Gow has also held analyst, strategy and advising roles since graduating from Rice University.

“We are thrilled to welcome Lawson to our leadership team,” Georgina Campbell Flatter, CEO of Greentown Labs, added in the release. “Lawson has spent his career building community and championing entrepreneurs, and we look forward to him deepening Greentown’s support of climate and energy startups as our Head of Houston.”

Gow is the latest addition to a series of new hires at Greentown Labs following a leadership shakeup.

Flatter was named as the organization's new CEO in February, replacing Kevin Dutt, Greentown’s interim CEO, who replaced Kevin Knobloch after he announced that he would step down in July 2024 after less than a year in the role.

Greentown also named Naheed Malik its new CFO in January.

Timmeko Moore Love was named the first Houston general manager and senior vice president of Greentown Labs. According to LinkedIn, she left the role in January.