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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6 must-attend Houston energy sector events in November 2025

Must-Attend Meetings

Editor's note: It's time to mark your calendar for November's must-attend Houston energy transition events, as they are front-loaded at the beginning fo the month. From a climatetech summit to the annual Houston Innovation Awards, these are the energy events to attend. Learn more below, and register now.

Nov. 4: Greentown Labs Climatetech Summit

Greentown Labs hosts its Houston Climatetech Summit, bringing together philanthropists, executives, and innovators in the energy transition space. Attendees will be able to explore climatetech solutions from dozens of startups, as well as hear insightful keynotes and discussions with industry leaders throughout the day.

The event begins with check-in and breakfast at 8 am on Nov. 4 at Greentown Labs. Register here.

Nov. 4-6: Operational Excellence in Oil and Gas Summit 2025

More than 300 industry leaders and change-makers will explore smarter, faster, more sustainable paths to operational excellence in the oil and gas industry at this annual three-day summit.

The event begins Nov. 4 at Norris Conference Center - City Centre Location. Register here.

Nov. 11-12: 20th Annual API Cybersecurity Conference for the Oil and Natural Gas Industry

The API Cybersecurity Conference has been an annual event since 2005. For 20 years, it has been the only cybersecurity conference dedicated to the oil and gas industry. Don't miss two days of compelling programming, networking and idea-exchange opportunities, as well as exhibitors sharing the latest products and services.

The event begins Nov. 11 at Woodlands Waterway Marriott. Register here.

Nov. 12-13: Energy Supply Chain & Procurement Summit

Senior executives from across the U.S. come to Houston, the energy capital, to discuss the energy supply chain, procurement and logistics ecosystems. The summit is focused on fostering dialogue and facilitating commercial relationships to further the mission of decarbonization and digitalization of the energy sector.

The event begins Nov. 12 at Hyatt Regency Houston West. Register here.

Nov. 13: Houston Innovation Awards

Houston's innovation ecosystem comes together for the fifth annual Houston Innovation Awards, taking place for the first time at Greentown Labs. Get your tickets to this intimate networking event and awards program, where winners in 10 prestigious categories — including Energy Transition Business, Scaleup of the Year, and Startup of the Year — will be revealed.

The event begins at 7 pm on Nov. 13 at Greentown Labs. Tickets are available here.

Nov. 14: Powering the Future via Geothermal, Lithium Extraction, and Battery Storage

Innovators and energy experts will converge for an in-depth panel discussion on how geothermal energy, lithium extraction and battery storage are shaping the next era of the low-carbon economy. At this event, hosted by Society for Low Carbon technologies, attendees will engage with thought leaders across sectors and explore how these technologies will help power a cleaner and smarter energy future.

This event begins at 9:10 am on Nov. 14 at NOV Towers. Register here.

Houston energy giants among top AI adopters and more news to know

Trending Topics

Editor's note: The top energy transition news for Oct. 15-31 includes AI integration among energy leaders and the most promising startups from an annual pitch competition. Here are the most-read EnergyCapitalHTX stories for the second half of October:

1. 2 Houston energy giants appear on Fortune’s inaugural AI ranking

ExxonMobil is on Fortune's first-ever AIQ ranking. Getty Images

Two Houston-area energy leaders appear on Fortune’s inaugural list of the top adopters of AI among Fortune 500 companies. They are: No. 7 energy company ExxonMobil, based in Spring and No. 47 energy company Chevron, based in Houston. They are joined by Spring-based tech company Hewlett Packard Enterprise, No. 19. All three companies have taken a big dive into the AI pool. Continue reading.

2. Energy Tech Nexus names 8 startup winners from Pilotathon pitch event

Eight startups were given awards at Energy Tech Nexus' Pilotathon. Photo via Getty Images.

Energy Tech Nexus held its Pilotathon and Showcase during the second annual Houston Energy & Climate Startup Week last month and granted awards to eight startups. This year's event, focused on the theme "Energy Access and Resilience," offered 24 startups an opportunity to pitch their pilot projects. Continue reading.

3. Houston organization proposes Gulf Coast index for hydrogen market

The Clean Hydrogen Buyers Alliance plans to create the Gulf Coast Hydrogen Index to bring to bring transparency and confidence to hydrogen pricing. Photo via Getty Images

The Clean Hydrogen Buyers Alliance has proposed an index aimed at bringing transparency to pricing in the emerging hydrogen market. The Houston-based alliance said the Gulf Coast Hydrogen Index, based on real-time data, would provide more clarity to pricing in the global market for hydrogen. The benchmarking effort is being designed to benefit clean hydrogen buyers, sellers and investors. The index would help position the U.S. “as the trading anchor for hydrogen’s next chapter as a globally traded commodity,” the alliance said. Continue reading.

4. Houston clean energy company to develop hybrid renewable project in Port Arthur

The new Pleasure Island Power Collective in Port Arthur is expected to generate 391 megawatts of clean power. Photo via unsplash.

Houston-based clean energy company Diligence Offshore Services has announced a strategic partnership with Florida-based floating solar manufacturing company AccuSolar for the development of a renewable energy project in the Port Arthur area. Known as the Pleasure Island Power Collective, it will be built on 2,275 acres across Pleasure Island and Sabine Lake. It is expected to generate 391 megawatts of clean power, alongside a utility-scale battery energy storage system. Continue reading.

5. Port Houston reports emissions progress as cargo volumes climb

Ric Campo says Port Houston is “moving in the right direction.” Photo via Getty Images.

Port Houston’s initiatives to reduce emissions have shown some positive results, according to new data from the Port of Houston Authority. Pulling from the Goods Movement Emissions Inventory (GMEI) report, which tracks port-related air emissions, Port Houston cited several improvements compared to the most recent report from 2019. Continue reading.

3 energy transition cos. in the running for Houston Startup of the Year

People's Choice

We're just two weeks away from the 2025 Houston Innovation Awards, presented by InnovationMap.com, and while an expert panel of judges will determine the winners in most categories, one award is up to the public.

Voting is now open for 2025 Houston Startup of the Year, the people's choice award. Six exceptional finalists are in the running for the title, including three from the energy transition sector.

From next-gen biobased materials to technology that creates chemicals without carbon emissions, these companies are shaping the future.

Read about all of the Startup of the Year finalists and their missions below, then cast your vote. You can vote once per day through November 12.

The winner, along with winners in all other categories, will be revealed live on November 13 at Greentown Labs. Tickets to the 2025 Houston Innovation Awards are available now — get yours today.

2025 Houston Startup of the Year finalists:

Eclipse Energy

Eclipse Energy, previously known as Gold H2, is a climatetech startup converting end-of-life oil fields into low-cost, sustainable hydrogen sources. The company completed its first field trial this summer, which demonstrated subsurface bio-stimulated hydrogen production. Eclipse Energy says Its technology could yield up to 250 billion kilograms of low-carbon hydrogen.

Rheom Materials

Rheom Materials is a next-generation startup developing biobased materials for a more sustainable future. Its two flagship offerings are Shorai, a sustainable leather alternative that is usable for apparel, accessories, car interiors, and more, and Benree, an alternative to plastic without the carbon footprint.

Solidec

Solidec is a chemical manufacturing company developing autonomous generators that extract molecules from water and air and convert them into pure chemicals and fuels that are free of carbon emissions. The technology eliminates the need for transport, storage, and permitting.

FlowCare

FlowCare is developing a period health platform that integrates smart dispensers, education, and healthcare into one system to make free, high-quality, organic period products more accessible. FlowCare is live at prominent Houston venues, including Discovery Green, Texas Medical Center, The Ion, and, most recently, Space Center Houston, helping make Houston a “period positivity” city.

MyoStep

MyoStep is a next-generation, lightweight, soft exoskeleton developed at University of Houston for children with cerebral palsy. The soft skeleton aims to address motor impairments that impact their ability to participate in physical activities, self-care, and academics, via an affordable, child-friendly solution that empowers mobility and independence.

Persona AI

Persona AI is a humanoid robotics startup that is creating rugged, autonomous robots for skilled, heavy industry work for various "4D" (dull, dirty, dangerous, and declining) jobs. In May, the company announced a memorandum of understanding with HD Korea Shipbuilding & Offshore Engineering, HD Hyundai Robotic, and Vazil Company to create and deploy humanoid robots for complex welding tasks in shipyards. The project will deliver prototype humanoids by the end of 2026.

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