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 cleantech startup closes $17M round to tap into hot geothermal sector

fresh funding

Houston-area startup Hephae Energy Technology Corp. has closed a $17.8 million Series A financing round to commercialize its geothermal technology.

The round was co-led by Pennsylvania-based Susquehanna Sustainable Investments, which invests in early-stage climatech companies, and Copenhagen-based Underground Ventures, which focuses on geothermal energy startups. Alfa8, Baruch Future Ventures, Centaurus Capital LP, Elemental Impact, Exa Ventures, Future Ventures, Grantham Foundation for the Protection of the Environment, New System Ventures and True North Institute joined the round, along with existing Houston-based investor Nabors Industries. Hyphae reports in a news release that the Series A round brings the company's total capital raised to $24.7 million.

Hephae develops ultra-high-temperature downhole sensing, measurement, communications and control systems that can withstand the heat of geothermal sites, which are hotter and deeper than traditional oil and gas reservoirs. The company's Pandora210 system can operate at up to 400 degrees Fahrenheit.

Hephae reports that it plans to use the new funding to commercialize its Pandora210 tool and to launch research and development into systems that can withstand temperatures of up to 570 degrees Fahrenheit. Houston-based Fervo Energy, for instance, recently tapped its hottest geothermal well to date in western Utah, showing temperatures above 555 degrees Fahrenheit.

"Commercial deployment represents a major milestone in our mission to scalable, always-on, emission-free power globally, with a world-class team to tackle this problem," Steve Krase, CEO of Hephae Energy Technology, said in the release." This investment enables Hephae to transition from development to scale, delivering the ultra-high temperature drilling technologies needed to support the rapid growth of the geothermal industry in the US and international markets."

Hephae has been collaborating with Fervo Energy in the field. The company told the Houston Business JournalHouston Business Journal this spring that it expected its Pandora210 technology to be deployed at its Utah sites.

“Fervo is encouraged by the early progress of our collaboration with Hephae, whose novel high-temperature innovations have the potential to contribute positively to EGS economics, unlock higher-energy geothermal resources, and further cement the competitiveness of next-generation geothermal power," Elliot Howard, director of drilling and completions at Fervo, added in the release.

As the geothermal industry continues to scale, Hephae says it aims for its technology to help companies "unlock hotter, deeper resources that result in lower produced energy costs."

The Spring-based startup was founded in 2020 by CEO Steve Krase and CTO John Clegg. Krase previously launched Navigate Energy Services, which was acquired by Nabors in 2013. Clegg is also an industry veteran and has held numerous leadership positions at energy companies, including Weatherford, NOV, Schlumberger and others.

Houston clean energy events announce keynote speakers from Fervo, Phillips 66

where to be

Two Houston energy institutions will host their signature events this September and have named industry leaders as their keynote speakers.

The Rice Alliance Energy Tech Venture Forum and Greentown Lab's Climatetech Summit kick off Sept. 16. The events are part of Houston Energy and Climate Startup Week and Houston Energy and Climate Week.

The two-day Energy Tech Venture Forum will bring together climatech startups and professionals from around the world to hear pitches, participate in one-on-one office hours and connect with energy innovators.

Sean Maher, chief economist at Phillips 66, will open the forum with a keynote address on the macroeconomic forces shaping the energy industry. Maher also serves as vice president of investor relations at Phillips 66. He previously launched Third Gear Investments, a Houston-based energy investment firm.

Ira Ehrenpreis, founder and managing partner of DBL Partner, which manages more than $1 billion of capital and invests in companies driving social change, will present the keynote on the second day of the forum, Sept. 17. Ehrenpreis is a board member of Tesla and an investor of SpaceX. He will share insights on commercializing breakthrough technologies and what investors are looking for in today's energy innovations.

Applications for the Energy Tech Venture Forum close July 17. Register for the event here.

Fresh off a landmark IPO, Tim Latimer, co-founder and CEO of Houston-based Fervo Energy, will present the keynote at Greentown's Climatetech Summit. Latimer was recently named one of Fast Company's 2026 Visionaries of the Year.

He will be joined by Houston-based SCF Partners' David Baldwin, who will moderate the discussion. The conversation will focus on the timing of Fervo's IPO, what Latimer would have done differently at the early stages of the business, and why the company chose Houston as its headquarters.

The Climatetech Summit will bring together philanthropists, executives and innovators in the energy transition space. Greentown member startups will also present their pitches at the event. Learn more and secure tickets here.