In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13. Photo via Getty Images

Tesla will ask shareholders to reinstate a $56 billion compensation package for CEO Elon Musk that was rejected by a judge in Delaware this year, and to move the electric car maker’s corporate home from Delaware to Texas.

In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13.

In January, Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth about $55.8 billion over 10 years starting in 2018.

Five years ago, a Tesla shareholder lawsuit alleged that the pay package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him.

Musk said a month after the judge's ruling that he would try to move Tesla's corporate listing to Texas, where he has already moved company headquarters.

Almost immediately after the judge's ruling, Musk did exactly that with Neuralink, his privately held brain implant company, moving its corporate home from Delaware to Nevada.

In a letter to shareholders this week, Chairperson 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 a 2018 CEO pay package that was approved by shareholders.

“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, according to a regulatory filing. But the value its shares has eroded quickly this year as sales of electric vehicles soften.

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 and demand for electric vehicle sales is fading.

Tesla's shares have lost more than one third of their value this year as massive price cuts have failed to draw more buyers. The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year.

Shareholders also will be asked to cast a nonbinding advisory vote on 2023 executive compensation.

But the proxy statement filed with the Securities and Exchange Commission does not address Musk’s demand to own 25% of Tesla shares for him to pursue artificial intelligence and robotics at the company. At present he owns 20.5% of the company.

In January Musk challenged the Tesla board in a post on X, the social media platform he now owns, to come up with a new compensation package. Unless he gets 25%, he wrote that he’d prefer to build products outside of Tesla, apparently with another company.

Wedbush analyst Dan Ives, who is normally bullish on Tesla, said in an interview that the filing doesn't address multiple issues including Musk's future compensation.

“It's the elephant in the room because Musk has threatened over X, and it's been a massive overhang" for Tesla stock, Ives said.

Musk, he said, needs to commit to being Tesla CEO for three to five years and developing artificial intelligence with the company. When the company announces first-quarter earnings next week, Musk needs to spell out plans for future growth, including the status of the Model 2, a small EV that costs about $25,000, Ives said. Otherwise, dark days lie ahead, he said.

“Investors are not just taking Musk's word,” he said. “There's a feeling like the plane is crashing into the ocean and the board is focused on their own salted peanuts.”

Musk has less leverage than he did in January because of this year's stock slide. “He went from Cinderella story to the Nightmare on Elm Street in a matter of six months,” Ives said.

At the time of the Delaware court ruling, Musk’s package was worth more than $55.8 billion, but the court may have cost the mercurial CEO over $10 billion due to the company’s stock slide this year. The filing said Musk’s 2018 compensation was worth $44.9 billion at the close of trading on April 12.

Since 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.

This week, Tesla said it was letting about 10% of its workers go, about 14,000 people.

In the filing, Tesla's board wrote that the decision to seek shareholder approval of Musk's 2018 pay package was made by the board after it received a report from a special committee of one board member, Kathleen Wilson-Thompson.

The board wrote that if there is any significant vote against future executive pay packages, “we will consider our stockholders' concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns.”

Shares of Tesla Inc., which slid another 8% this week, fell about 1% Wednesday.

The electric car company's CEO said early Thursday that Tesla would get shareholders to vote on whether to switch its corporate registration to Texas, where its physical headquarters is located. Photo courtesy of Tesla

Tesla investors potentially to vote on switching the carmaker's corporate registration to Texas

to be or not to be

Elon Musk wants Tesla investors to decide on moving the company's corporate listing to Texas after a Delaware court decided he shouldn't get a multibillion-dollar pay package.

The electric car company's CEO said early Thursday that Tesla would get shareholders to vote on whether to switch its corporate registration to Texas, where its physical headquarters is located.

“Tesla will move immediately to hold a shareholder vote to transfer state of incorporation to Texas,” Musk wrote on his social media platform X, formerly known as Twitter.

Musk had polled X users earlier on the same question, with 87.1% of 1.1 million respondents voting yes. “The public vote is unequivocally in favor of Texas!” he wrote.

Musk, who has previously polled people on X before making decisions, moved Tesla's headquarters to Austin, Texas, from California in 2021.

His announcement comes after a judge in Delaware, where the company is currently registered, ruled last Tuesday that Musk is not entitled to a landmark compensation package potentially worth more than $55 billion that was awarded by Tesla’s board of directors.

After the ruling, Musk took to social media to to express his displeasure.

“Never incorporate your company in the state of Delaware,” he wrote in one post. He later added, “I recommend incorporating in Nevada or Texas if you prefer shareholders to decide matters.”

The ruling came five years after shareholders filed a lawsuit accusing Musk and Tesla directors of breaching their duties and arguing that the pay package was a product of sham negotiations with directors who were not independent of him.

The defense countered that the pay plan was fairly negotiated by a compensation committee whose members were independent and had lofty performance milestones.

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3 Houstonians named to prestigious list of climate leaders

who's who

Three Houston executives — Andrew Chang, Tim Latimer, and Cindy Taff — have been named to Time magazine’s prestigious list of the 100 Most Influential Climate Leaders in Business for 2024.

As managing director of United Airlines Ventures, Chang is striving to reduce the airline’s emissions by promoting the use of sustainable aviation fuel (SAF). Jets contribute to about two percent of global emissions, according to the International Energy Agency.

In 2023, Chang guided the launch of the Sustainable Flight Fund, which invests in climate-enhancing innovations for the airline sector. The fund aims to boost production of SAF and make it an affordable alternative fuel, Time says.

Chang tells Time that he’d like to see passage of climate legislation that would elevate the renewable energy sector.

“One of the most crucial legislative actions we could see in the next year is a focus on faster permitting processes for renewable energy projects,” Chang says. “This, coupled with speeding up the interconnection queue for renewable assets, would significantly reduce the time it takes for clean energy to come online.”

At Fervo Energy, Latimer, who’s co-founder and CEO, is leading efforts to make geothermal power “a viable alternative to fossil fuels,” says Time.

Fervo recently received government approval for a geothermal power project in Utah that the company indicates could power two million homes. In addition, Fervo has teamed up with Google to power the tech giant’s energy-gobbling data centers.

In an interview with Time, Latimer echoes Chang in expressing a need for reforms in the clean energy industry.

“Addressing climate change is going to require us to build an unprecedented amount of infrastructure so we can replace the current fossil fuel-dominated systems with cleaner solutions,” says Latimer. “Right now, many of the solutions we need are stalled out by a convoluted permitting and regulatory system that doesn’t prioritize clean infrastructure.”

Taff, CEO of geothermal energy provider Sage Geosystems, oversees her company’s work to connect what could be the world’s first geopressured geothermal storage to the electric grid, according to Time. In August, Sage announced a deal with Facebook owner Meta to produce 150 megawatts of geothermal energy for the tech company’s data centers.

Asked which climate solution, other than geothermal, deserves more attention or funding, Taff cites pumped storage hydropower.

“While lithium-ion batteries get a lot of the spotlight, pumped storage hydropower offers long-duration energy storage that can provide stability to the grid for days, not just hours,” Taff tells Time. “By storing excess energy during times of low demand and releasing it when renewables like solar and wind are not producing, it can play a critical role in balancing the intermittent nature of renewables. Investing in pumped storage hydropower infrastructure could be a game-changer in achieving a reliable, clean energy future.”

Rice University researchers pioneer climatetech breakthroughs in clean water nanotechnology

tapping in

Researchers at Rice University are making cleaner water through the use of nanotech.

Decades of research have culminated in the creation of the Water Technologies Entrepreneurship and Research (WaTER) Institute launched in January 2024 and its new Rice PFAS Alternatives and Remediation Center (R-PARC).

“Access to safe drinking water is a major limiting factor to human capacity, and providing access to clean water has the potential to save more lives than doctors,” Rice’s George R. Brown Professor of Civil and Environmental Engineering Pedro Alvarez says in a news release.

The WaTER Institute has made advancements in clean water technology research and applications established during a 10-year period of Nanotechnology Enabled Water Treatment (NEWT), which was funded by the National Science Foundation. R-PARC will use the institutional investments, which include an array of PFAS-dedicated advanced analytical equipment.

Alvarez currently serves as director of NEWT and the WaTER Institute. He’s joined by researchers that include Michael Wong, Rice’s Tina and Sunit Patel Professor in Molecular Nanotechnology, chair and professor of chemical and biomolecular engineering and leader of the WaTER Institute’s public health research thrust, and James Tour, Rice’s T.T. and W.F. Chao Professor of Chemistry and professor of materials science and nanoengineering.

“We are the leaders in water technologies using nano,” adds Wong. “Things that we’ve discovered within the NEWT Center, we’ve already started to realize will be great for real-world applications.”

The NEWT center plans to equip over 200 students to address water safety issues, and assist/launch startups.

“Across the world, we’re seeing more serious contamination by emerging chemical and biological pollutants, and climate change is exacerbating freshwater scarcity with more frequent droughts and uncertainty about water resources,” Alvarez said in a news release. “The Rice WaTER Institute is growing research and alliances in the water domain that were built by our NEWT Center.”

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This article originally ran on InnovationMap.

Reliant, GM Energy team up on free renewable energy EV charging

plugging in

Reliant Energy and GM Energy are advancing a new renewable energy electricity plan that will “accelerate the clean energy journey for the two companies and their customers,” according to a news release.

Houston-based Reliant and GM Energy will be offering free nighttime charging for Chevrolet electric vehicle drivers that enroll in the new Reliant FreeCharge Nights.

The Reliant FreeCharge Nights plan will be available to existing and new Reliant electricity customers, and provides a monthly bill credit that offsets the energy charges incurred from charging the qualifying EV between 11 pm and 6 am. Customers must first designate one EV to receive the charging credit in their GM Energy Smart Charging Portal before signing up for the plan.

“As we continue to shape the future of EV charging and energy management for our customers, our work alongside Reliant in Texas is a sign of our commitment to working with industry leaders to facilitate more solutions that make EV adoption an easy decision,” Aseem Kapur, chief revenue officer, GM Energy, says in a news release. “The Reliant Free Charge Nights plan is a great example of how an automaker and an energy company can work together to build the ecosystem to support the all-electric future.”

Over 150 Chevrolet dealerships can now offer the plan to EV drivers upon vehicle purchase across Texas. The plan will be powered by 100 percent renewable energy through the purchase of renewable energy certificates (RECs) equal to the customer’s electricity usage.

“We’re excited to help Chevrolet EV drivers offset the cost of charging their vehicle all while having access to a renewable electricity plan,” Rasesh Patel, president, NRG Consumer, said in a news release.