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.

Ad Placement 300x100
Ad Placement 300x600

CultureMap Emails are Awesome

Rice University spinouts named among 50 top cleantech companies to watch

green team

Two Rice University spinouts, Coflux Purification and DexMat, appear on a new list of the world’s 50 cleantech companies to watch.

Cleantech Group’s 2026 Cleantech 50 to Watch list recognizes early-stage companies “creating groundbreaking solutions to address some of the world’s most pressing environmental and sustainability challenges.”

Cleantech Group, a market research, consulting, and events company, selects the 50 honorees based on insights from analysts and early-stage innovators, along with public nominations.

Destroying “forever chemicals”

Coflux, founded in 2024, offers an onsite treatment system that captures and destroys manufactured “forever chemicals”—per- and polyfluoroalkyl substances—in water and wastewater. It’s a member of Greentown Houston.

Alec Ajnsztajn, CEO; Jeremy Daum, chief technology officer; and Dana Vazquez, chief commercial officer, co-founded Coflux. Ajnsztajn and Daum earned doctoral degrees from Rice, and Vazquez earned an MBA from the university.

Coflux spun out of Rice labs directed by professors Rafael Verduzco and Pulickel Ajayan.

Last year, Coflux received a $175,000 grant from the U.S. Food and Drug Administration’s National Institute of Food and Agriculture. The startup has also raised more than $500,000 in non-dilutive funding, including $80,000 awarded in 2024 by Rice’s One Small Step Grant program.

Promoting an alternative to copper

DexMat, founded in 2015, produces carbon nanotube products such as fibers, yarns, cables, and fabric. The company’s products address demand for materials that can reduce carbon emissions, according to CB Insights.

Its main product, Galvorn, is a copper alternative made of carbon nanotube fibers. CB Insights says Galvorn is engineered to be lighter and stronger than traditional conductive materials like carbon and steel. It’s used in industries such as energy, aerospace, defense, automotive, consumer electronics, and health care.

DexMat emerged from Matteo Pasquali’s Carbon Lab at Rice. Pasquali, co-founder of DexMat, co-invented the company’s technology with the late Nobel Prize-winning chemist Rick Smalley. Smalley was a professor of chemistry, physics, and astronomy at Rice.

Pasquali is a professor of chemical and biomolecular engineering, chemistry, materials science, and nanoengineering at Rice. He co-founded DexMat with Rice graduate Dmitri Tsentalovich, the company’s director of product innovation.

Earlier this year, DexMat raised $5 million in seed funding from Non Sibi Ventures, Governance Partners, Tailwind Futures, BetterWay, Capital Factory, and other investors. The company also secured $3 million in non-dilutive funding.

In 2023, DexMat raised $3 million in a pre-seed round led by Shell Ventures.

TotalEnergies expands solar joint venture with $1.2B portfolio in Texas, Ohio

solar expansion

TotalEnergies, a French company whose U.S. headquarters is in Houston, announced this month that it is expanding its renewable energy joint venture with New York-based investment firm KKR by adding 700 megawatts of utility-scale solar projects.

The deal will add three utility-scale solar assets in Texas and Ohio, which are expected to reach commercial operation by Q1 2027, according to a news release from the company. The portfolio is valued at $1.2 billion.

The 50/50 joint venture between TotalEnergies and KKR currently holds 1.4 gigawatts of renewable energy and will grow to 2.1 gigawatts.

The new deal is expected to close this year. Once completed, TotalEnergies will operate the assets. The electricity generated from the solar projects will be sold to third parties, the company reports.

The companies originally formed the joint venture about a year ago when TotalEnergies sold KKR a 50 percent stake in a North American solar portfolio valued at $1.25 billion. The deal originally included six utility-scale solar assets, primarily located in the U.S.

“TotalEnergies is a renewable energy industry leader globally, and we are thrilled to establish this joint venture with the TotalEnergies team to support their renewables business," Cecilio Velasco, managing director KKR, said in a release last year. “We have long been investors in renewables through our infrastructure platform, having committed more than $23 billion to date in energy transition investments. TotalEnergies’ North American solar portfolio is a great fit for us, representing high-quality renewable energy assets with long term contracts.”

TotalEnergies reports that by June 2026 it held more than 37 gigawatts of gross renewable power generation capacity. It aims to achieve over 100 terawatt-hours of net electricity production by 2030.

The company signed a major power purchase agreement with Google earlier this year. Through the deal, TotalEnergies will supply the tech giant with 1 gigawatt of solar power for its data centers in Texas over a 15-year span.

However, the company also recently redirected nearly $1 billion in capital away from wind energy projects and "decided to renounce offshore wind development in the United States." Read more here.