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

5+ must-attend Houston energy events in March: CERAWeek and more

Mark Your Calendar

Editor's note: March is a major month for energy industry events in Houston, including CERAWeek and more must-attend summits and forums. Mark your calendars for the top events of the month, and register now.

March 2-4 — The Future Energy Summit

The Future Energy Summit is a premier global event bringing together visionaries, industry leaders, and energy experts to shape the future of energy. The second edition of the conference will provide a platform for groundbreaking discussions, cutting-edge technologies, and transformative strategies that will accelerate the energy transition.

This event begins March 2. Register here.

March 5 — 2026 Houston CISO Forum

The Energy Conference Network hosts an exclusive, executive-level cybersecurity leadership event for those in the energy industry. The 50-person, half-day forum will bring together chief information security officers, senior cybersecurity leaders, and industry experts for candid conversations, actionable insights, and peer collaboration.

This event takes place March 5 at Hyatt Regency Houston West. Limited registration available here.

March 10-12 — World Hydrogen & Carbon Americas

S&P Global Energy brings together two leading events — Carbon Management Americas and World Hydrogen North America — to form a new must-attend event for those in the hydrogen and carbon industries. More than 800 senior leaders from across the energy value chain will attend this event featuring immersive roundtable discussions, hands-on training, real-world case studies, and unparalleled networking opportunities.

This event begins March 10 at Marriott Marquis Houston. Register here.

March 23-27 — CERAWeek 2026

CERAWeek 2026 will focus on "Convergence and Competition: Energy, Technology and Geopolitics." The industry's foremost thought leaders will convene in Houston to cultivate relationships and exchange transformative ideas during the annual event. CERAWeek 2026 will explore breakthroughs, cross-industry connections, and powerful partnerships that are accelerating the transformation of the global energy system. 2026 highlights include an appearance by tech magnate Bill Gates.

This event begins March 23. Register here.

March 24-25 — 2026 Energy Venture Day and Pitch Competition

The Energy Venture Day and Pitch Competition, co-hosted by the Rice Alliance, Ion, HETI, and TEX-E, offers two days of exciting pitches from more than 40 global energy ventures that are transforming the industry. On Tuesday, March 24, you can attend a fast-paced pitch preview event at the Ion, followed by the official Pitch Competition at 1 pm on Wednesday, March 25, at George R. Brown Convention Center.

More details available here.

How this Houston expert helps startups turn AI hype into real impact

now streaming

Artificial intelligence is now everywhere. It is mentioned in every startup pitch deck, and every corporate roadmap claims to use it. However, many early-stage businesses struggle with the simple question, “What does AI actually mean for my business?”

In a recent podcast episode of EnergyTech Startups, Merab Momen, founder of AI CTO Services and a long time AI practitioner, explains why most founders misunderstand AI, how startups can practically apply it and why Houston is quietly becoming a serious hub for AI-driven innovation.

Filling the AI Leadership Gap

Merab’s career has spanned decades of technology transitions. He worked on neutral networks in the 1990s, constructed computer vision systems long before they were common, and helped install AI solutions inside huge industrial companies. However, he noticed a huge problem when generative AI started to explode into the mainstream-The requirement of a real partner by the founders for AI integration but inability to rely on a full-time CTO and project-based consultants.

“I really needed something which is much more engaging where I can give that partner-level advice to the founders,” he said. By giving firms on-demand access to high-level AI knowledge and expertise, his methodology enables them to analyse tools, steer clear of cost blunders and eventually transition to a permanent technology leader when the time is right.

AI is Older than Most People Think

Despite its recent rise in popularity, AI is nothing new. AI actually began in the 1950s. Merab in his conversation explained how he worked on his first AI project back in the year 1996 that worked perfectly, but the processing power wasn’t just there to make it practical. He continued how he utilized the swarm intelligence models to optimize supply chains, now referred to as MLPOs and data engineering.

From Language Models to Physical World

Much of the public conversation about AI revolves around chatbots and text generation. But Merab sees far greater potential in AI’s interaction with the physical world, especially in industrial settings. He emphasized edge computing and vision language models (VLMs) as significant advances in manufacturing and energy. This physical shift is opening doors for new opportunities for robotics, automated inspections, and industrial safety applications. Merab added that Houston is uniquely positioned for this transition.

Why Houston has an AI Advantage

Silicon Valley may dominate the AI headlines, but Merab believes Houston’s advantage lies beneath the surface. The city doesn’t lag in AI utilization; it just operates in industries where results show differently.

Machine learning isn’t new to Houston’s core industries. Energy companies, manufacturers, logistics providers, and healthcare systems have been using advanced analytics for decades. The difference lies in them innovating in industrial sectors rather than consumer technology.

What’s Next

With the AI CTO Services growing, Merab is working with startups across industries to deploy AI in practical, business-first ways.

He is more interested in assisting founders in finding answers to critical issues than following new trends.

For Houston’s energy and climate tech community, it needs to transform AI enthusiasm into real-world impact.

Listen to the full conversation with Mehrab Momin on the Energy Tech Startups Podcast to learn more.

---

Energy Tech Startups Podcast is hosted by Jason Ethier and Nada Ahmed. It delves into Houston's pivotal role in the energy transition, spotlighting entrepreneurs and industry leaders shaping a low-carbon future.


Houston company tapped to run renewables project with Meta power agreement

power deal

Houston-based Consolidated Asset Management Services (CAMS) has been selected to operate Plano-based Nexus Renewable Power's major renewables development, known as Project Goody.

CAMS will provide comprehensive asset management, operations, maintenance, regulatory compliance and remote operations services for the $220 million solar and battery storage project located in Lamar County, Texas, northeast of Dallas.

“The project underscores CAMS’ commitment to supporting dependable, grid-strengthening energy infrastructure across the United States,” Brian Ivany, EVP of CAMS Renewables, said in a news release. “Our team is proud to support Nexus and excited to apply our subject matter expertise and hands-on approach to ensure operational excellence and long-term success of the Goody project.”

Project Goody, or MRG Goody Solar and Storage, will feature a 172-megawatt solar facility paired with 237 megawatts of battery energy storage. The project will be connected to the ERCOT grid. Meta, the parent company of Facebook, has signed on as the power offtaker for the project.

Nexus Renewable Power develops, finances and operates solar and energy storage assets. It currently operates projects generating 325 megawatts of solar and 350 megawatts of battery storage, with another 300 megawatts of solar and 1 gigawatt of battery storage projects under construction, according to its website. Project Goody is the first in a series of renewable developments underway, according to Nexus.

CAMS manages and operates energy infrastructure assets for its clients. Last year, it added InfraRed Capital Partners, which owns the 202-megawatt Mesteño Wind Project in the Rio Grande Valley, to its customer list. It also rolled out services to help deliver power to meet the growing demand from AI data centers.