Tesla wants shareholders to vote for $56B Musk pay package, Texas HQ move

decisions to be made

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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Houston researchers harness dialysis for new wastewater treatment process

waste not

By employing medical field technology dialysis, researchers at Rice University and the Guangdong University of Technology in China uncovered a new way to treat high-salinity organic wastewater.

In the medical field, dialysis uses a machine called a dialyzer to filter waste and excess fluid from the blood. In a study published in Nature Water, Rice’s team found that mimicking dialysis can separate salts from organic substances with minimal dilution of the wastewater, addressing some of the limitations of previous methods.

The researchers say this has the potential to lower costs, recover valuable resources across a range of industrial sectors and reduce environmental impacts.

“Traditional methods often demand a lot of energy and require repeated dilutions,” Yuanmiaoliang “Selina” Chen, a co-first author and postdoctoral associate in Elimelech’s lab at Rice, said in a news release. “Dialysis eliminates many of these pain points, reducing water consumption and operational overheads.”

Various industries generate high-salinity organic wastewater, including petrochemical, pharmaceutical and textile manufacturing. The wastewater’s high salt and organic content can present challenges for existing treatment processes. Biological and advanced oxidation treatments become less effective with higher salinity levels. Thermal methods are considered “energy intensive” and susceptible to corrosion.

Ultimately, the researchers found that dialysis effectively removed salt from water without requiring large amounts of fresh water. This process allows salts to move into the dialysate stream while keeping most organic compounds in the original solution. Because dialysis relies on diffusion instead of pressure, salts and organics cross the membrane at different speeds, making the separation method more efficient.

“Dialysis was astonishingly effective in separating the salts from the organics in our trials,” Menachem Elimelech, a corresponding author on the study and professor of civil and environmental engineering and chemical and biomolecular engineering at Rice, said in a news release. “It’s an exciting discovery with the potential to redefine how we handle some of our most intractable wastewater challenges.”

Virtual power plant from Houston-area company debuts at CES

Powering Up

Brookshire, Texas-based decentralized energy solution company AISPEX Inc. debuted its virtual power plant (VPP) platform, known as EnerVision, earlier this month at CES in Las Vegas.

EnerVision offers energy efficiency, savings and performance for residential, commercial and industrial users by combining state-of-the-art hardware with an AI-powered cloud platform. The VPP technology enables users to sell excess energy back to the grid during demand peaks.

AISPEX, or Advanced Integrated Systems for Power Exchange, has evolved from an EV charging solutions company into an energy systems innovator since it was founded in 2018. It focuses on integrating solar energy and decentralized systems to overcome grid limitations, reduce upgrade costs and accelerate electrification.

Regarding grid issues, the company hopes by leveraging decentralized solar power and Battery Energy Storage Systems (BESS), EnerVision can help bring energy generation closer to consumption, which can ease grid strain and enhance stability. EnerVision plans to do this by addressing “aging infrastructure, grid congestion, increasing electrification and the need for resilience against extreme weather and cyber threats,” according to the company.

One of the company's latest VPP products is SuperHub, which is an all-in-one charging station designed to combine components like solar panels, energy storage systems, fast EV chargers, mobile EV chargers and LCD display screens, into a unified, efficient solution.

“It supports clean energy generation and storage but also ensures seamless charging for electric vehicles while providing opportunities for communication or advertising through its built-in displays,” says Vivian Nie, a representative from AISPEX.

Also at CES, AISPEX displayed its REP Services, which offer flexible pricing, peak load management, and renewable energy options for end-to-end solutions, and its Integrated Systems, which combine solar power, battery storage, EV charging and LCD displays.

“We had the opportunity to meet new partners, reconnect with so many old friends, and dive into discussions about the future of e-mobility and energy solutions,” CEO Paul Nie said on LinkedIn.

In 2024, AISPEX installed its DC Fast chargers at two California Volkswagen locations.

Houston-based energy transition leader talks new role, shares future predictions

new hire

For some companies, all that’s needed to make a seismic shift toward innovation is to hire the right person to steer the organization in a transcendent direction.

Arcadis, a sustainable design, engineering, and consultancy solutions company, is channeling this concept by hiring Masjood Jafri as its new National Energy Transition Strategic Advisor and Business Development Lead. In the role, Jafri will help lead and develop the company’s energy transition business growth and strategy for its interests in the United States alongside Matthew Yonkin, National Energy Transition Solution Leader, based in New York.

“I have a fairly diverse background, with about a decade in the energy industry with an oil and gas, power and petrochemicals background,” says Jafri, who moved to Houston from the U.K. back in 2012. “But prior to that, I had about a decade in the infrastructure world, looking into the transportation market, and the manufacturing sector, as well as working as a lender's advisor in the capital market. So, in this very transformative period, you need to connect all the dots.”

With just over six months in his new role, Jafri leverages his 20 years of experience in leading the successful delivery of capital programs and projects as the strategic advisor to Arcadis’ own capital projects.

“Arcadis is on a journey to be the sustainability partner or sustainable transformation partner for our clients,” Jafri says. “And the path to sustainability goes through energy transition. Arcadis has been investing quite heavily in that space for us to be a leading consulting services provider for energy companies.

Jafri’s hire comes as Arcadis moves its business operations in Houston to a new centralized office in the Galleria area. According to Jafri, this will bring the company’s expertise under one roof. With Houston being the energy capital of the world, Jafri says Arcadis is positioned to lead and deliver results for the energy demand in the United States and globally.

“Houston is the Silicon Valley of energy,” Jafri says. “The challenge is to continue to drive with that force. … We have the talent in the city, we have the right mindset—very entrepreneurial, and obviously a lot of capital commitment to make these changes.

“And it is not just coming from the private sector, it is also coming from the public sector. So, I think the stars are aligning in the context of what is needed for us to have a planet-positive future and Houston being suitably positioned to deliver to that,” he adds.

And while keeping up with the demand for energy and moving towards clean energy are equally important challenges, Jafri is more focused on addressing the latter.

“Clean energy is certainly a bigger challenge because it requires a very broad area of energy sources to come together and to make it cleaner,” Jafri says. “Technologically, some of those things are not ready yet, at least to be scalable in a commercial and profitable way. So that's the challenge. I think it is a clean energy challenge, but obviously, the demand side makes it a bit more complicated.”

Texans, and more specifically Houstonians, have seen firsthand the complications of demand and the pitfalls of energy security and resilience. Addressing these issues, along with many other sustainability challenges, will also be part of Jafri’s core mission at Arcadis.

“As we saw in severe climate conditions, the grid is vulnerable and so are the people connected to the grid,” Jafri says. “The better we can make the grid more resilient and more adaptive to these changes, the more satisfactory conditions will be on the ground for people who are affected.”

Jafri asserts that the industry is already considering numerous options, including all colors of hydrogen, solar, wind and geothermal, in addition to fossil-based energy (natural gas). These measures are already in progress, but consumers are concerned with climate change and, of course, the impact on their electricity bills. Still, states like California, Washington and Texas are making progress.

“I would say by the year 2030 you would start to see a pretty significant movement in the right direction,” Jafri says. “If you look from a federal policy perspective, we want to produce 100 percent of the electricity clean by 2035. That is an expected goal, but it’s all happening.”

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