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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Cemvita reaches breakthrough in sustainable fuel feedstock production

clean fuels

Houston-based biotech company Cemvita announced that it recently reached a critical milestone in the development of its FermOil product, which can be used to create Sustainable Aviation Fuel (SAF) and other renewable fuels at industrial scale.

The company shared in a news release that it completed a 75,000-liter industrial fermentation run at Belgium's Bio Base Europe Pilot Plant.

The campaign achieved target technical metrics for the production of FermOil, Cemvita’s renewable natural oil (RNO). FermOil is produced from industrial crude glycerin, an industrial byproduct, as opposed to traditional sugar-based feedstocks used in many bio-oil fermentation processes. It's designed to be a drop-in feedstock for creating SAFs.

Cemvita had previously advanced its FermOil production process through multiple scale-up stages before successfully reaching the 75,000-liter demonstration campaign, according to the company.

“This is not just a fermentation milestone,” Moji Karimi, CEO at Cemvita, said in the release. “It is a blueprint for how existing industrial infrastructure can evolve into circular bioeconomy infrastructure. Every biodiesel plant generating crude glycerin is a potential platform for renewable natural oil production.”

The milestone also supports the deployment of Cemvita’s industrial biomanufacturing platform, FermWorks, which integrates with existing energy and industrial infrastructure to turn waste carbon streams into SAFs and other materials. According to the release, Cemvita plans to move forward with commercial deployment discussions with partners in Brazil, Europe and in the UK. Cemvita already has a partnership with the Brazilian sustainable research institution REMA.

“We are proud to support innovative companies like Cemvita in scaling breakthrough industrial biotechnology solutions,” Hendrik Waegeman, head of business operations at Bio Base Europe Pilot Plant, added in the release. “Successfully operating at the 75,000-liter scale using a feedstock such as crude glycerin highlights both the maturity of the technology and the quality of the scale-up execution achieved by the Cemvita team.”

6+ must-attend Houston energy transition events for June 2026

Mark Your Calendars

Editor's note: Summer is here, and June brings a slate of must-attend events for those in the energy transition sector. CLEANPOWER is already underway, and the month continues with EPC Show and InnovateEnergy Week. Mark your calendars and register now.

June 1-4, 2026 — CLEANPOWER 2026 Conference and Exhibition

CLEANPOWER unites policymakers, experts, and corporate leaders to solve the challenges that none can solve alone. This must-attend, four-day conference is packed with cutting-edge discussions about wind, solar, storage, and transmission; dealmaking; networking; and fun.

This event continues through June 4 at the George R. Brown Convention Center. Register here.

June 4, 2026 — Energy Capital Conference

Join 300+ investors, operators, and capital providers in Houston for high-impact conversations shaping the next phase of energy investment. Hart Energy’s Energy Capital Conference is designed for senior decision-makers to meet the capital partners behind today’s deals; see where capital is flowing; strengthen the relationships that move business forward; and get ahead of where investment is going next. A pre-conference half-day workshop, titled Institutional Investing in Energy Workshop, will take place June 3.

This event takes place June 4 at the Post Oak Hotel. Register here.

June 9 — Greentown Go Make Kickoff

Head to the Ion to celebrate the Greentown Go Make 2026 cohort. The open-innovation program with Shell Catalysts & Technologies and Technip Energies focuses on catalytic solutions for industrial decarbonization and the energy transition. Hear pitches from the founders and network with a select group of startups while enjoying food and drink.

This event takes place June 9 at the Ion. Register here.

June 11, 2026 — Goals & Gigawatts Kickoff Party

Head to downtown Houston for Goals & Gigawatts: The Power of & Kickoff Party. The exciting Houston Energy & Climate Week gathering will combine fútbol, culture, climate, energy, innovation, and community for one unforgettable afternoon. Celebrate the opening FIFA match in Mexico City while connecting with professionals, innovators, investors, community leaders, and organizations shaping the future of energy and climate initiatives in Houston and beyond.

This event takes place at 1:30 pm on June 11, and the location is provided after registering. Register here.

June 16-17, 2026 — Energy Projects Conference & Expo

The Energy Projects Conference & Expo (EPC Show) is the largest event in North America for professionals working at the heart of major energy projects. The essential event for engineering, construction, commissioning, operations and maintenance across multiple energy sectors brings together five leading conferences under one roof. Conference subjects span LNG exporting, hydrogen and ammonia, midstream, petrochem and refining, and sustainable aviation fuels.

This event begins June 16 at George R. Brown Convention Center. Register here.

June 22-24, 2026 — InnovateEnergy Week

InnovateEnergy Week 2026 brings together the Energy Drone & Robotics Summit, Industrial Digital Reality Summit, and Industrial AI Nexus Summit for three days of high-powered innovation in Houston. This highly anticipated event will unite 1,500+ industrial, energy, and engineering leaders to explore the future of autonomous operations, spatial computing, digital twins, XR, AI, geospatial intelligence, and remote systems from the stars to the seafloor.

This event begins June 22 at Woodlands Waterway Marriott. Register here.

New Texas water plan does not consider data center growth, critics say

For the Future

A draft of Texas’ 2027 State Water Plan is drawing concerns from some water protection advocates who say it fails to account for one growing industry: data centers.

The plan, created by the Texas Water Development Board, will guide tens of billions of dollars in water development projects over the coming decades.

On Memorial Day, people packed Lake Travis to enjoy the water and sunshine while the lake remains near full capacity. But some advocates warn drought conditions could quickly return.

“Once we get into August, September, we'll be probably right back in the same drought situation,” said Mike Clifford with the Greater Edwards Aquifer Alliance.

The Texas Water Development Board released the draft plan in April. It recommends thousands of water projects carrying a projected cost of $174 billion over 50 years.

“We're not as shocked about the dollar amounts as some people are,” Clifford said. "To secure our water future, that's not an insane amount to ask for."

However, Clifford said his organization was surprised the draft does not specifically account for the growing impact of data centers, which can consume large amounts of water.

“If you leave the data centers out, it's not really a plan in our opinion. It's going to have to be changed and it's going to fall short,” Clifford said.

According to Data Center Map, Texas is currently home to 461 data centers.

Clifford argues the state should use projected future growth, not just historical data, when planning for long-term water needs.

“They're looking at the previous 10 years or 20 years or whatever, and we didn't have a lot of data centers in Texas,” he said.

Researchers at the the University of Texas at Austin estimate data centers could account for as much as 9 percent of Texas’ total water use by 2040, or potentially surpass the oil and gas industry that same year.

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