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 Houston sustainability startups score prizes at Rice University pitch competition

seeing green

A group of Rice University student-founded companies shared $100,000 of cash prizes at an annual startup competition — and three of those winning companies are focused on sustainable solutions.

Liu Idea Lab for Innovation and Entrepreneurship's H. Albert Napier Rice Launch Challenge, hosted by Rice earlier this month, named its winners for 2024. HEXASpec, a company that's created a new material to improve heat management for the semiconductor industry, won the top prize and $50,000 cash.

Founded by Rice Ph.D. candidates Tianshu Zhai and Chen-Yang Lin, who are a part of Lilie’s 2024 Innovation Fellows program, HEXASpec is improving efficiency and sustainability within the semiconductor industry, which usually consumes millions of gallons of water used to cool data centers. According to Rice's news release, HEXASpec's "next-generation chip packaging offer 20 times higher thermal conductivity and improved protection performance, cooling the chips faster and reducing the operational surface temperature."

A few other sustainability-focused startups won prizes, too. CoFlux Purification, a company that has a technology that breaks down PFAS using a novel absorbent for chemical-free water, won second place and $25,000, as well as the Audience Choice Award, which came with an additional $2,000.

Solidec, a company that's working on a platform to produce chemicals from captured carbon, and HEXASpec won Outstanding Achievement in Climate Solutions Prizes, which came with $1,000.

The NRLC, open to Rice students, is Lilie's hallmark event. Last year's winner was fashion tech startup, Goldie.

“We are the home of everything entrepreneurship, innovation and research commercialization for the entire Rice student, faculty and alumni communities,” Kyle Judah, executive director at Lilie, says in a news release. “We’re a place for you to immerse yourself in a problem you care about, to experiment, to try and fail and keep trying and trying and trying again amongst a community of fellow rebels, coloring outside the lines of convention."

This year, the competition started with 100 student venture teams before being whittled down to the final five at the championship. The program is supported by Lilie’s mentor team, Frank Liu and the Liu Family Foundation, Rice Business, Rice’s Office of Innovation, and other donors

“The heart and soul of what we’re doing to really take it to the next level with entrepreneurship here at Rice is this fantastic team,” Peter Rodriguez, dean of Rice Business, adds. “And they’re doing an outstanding job every year, reaching further, bringing in more students. My understanding is we had more than 100 teams submit applications. It’s an extraordinarily high number. It tells you a lot about what we have at Rice and what this team has been cooking and making happen here at Rice for a long, long time.”

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This article originally ran on InnovationMap.

ExxonMobil's $60B acquisition gets FTC clearance — with one condition

M&A moves

ExxonMobil's $60 billion deal to buy Pioneer Natural Resources on Thursday received clearance from the Federal Trade Commission, but the former CEO of Pioneer was barred from joining the new company's board of directors.

The FTC said Thursday that Scott Sheffield, who founded Pioneer in 1997, colluded with OPEC and OPEC+ to potentially raise crude oil prices. Sheffield retired from the company in 2016, but he returned as president and CEO in 2019, served as CEO from 2021 to 2023, and continues to serve on the board. Since Jan. 1, he has served as special adviser to the company’s chief executive.

“Through public statements, text messages, in-person meetings, WhatsApp conversations and other communications while at Pioneer, Sheffield sought to align oil production across the Permian Basin in West Texas and New Mexico with OPEC+,” according to the FTC. It proposed a consent order that Exxon won't appoint any Pioneer employee, with a few exceptions, to its board.

Dallas-based Pioneer said in a statement it disagreed with the allegations but would not impede closing of the merger, which was announced in October 2023.

“Sheffield and Pioneer believe that the FTC’s complaint reflects a fundamental misunderstanding of the U.S. and global oil markets and misreads the nature and intent of Mr. Sheffield’s actions,” the company said.

Senate Majority Leader Chuck Schumer, D-N.Y., said it was “disappointing that FTC is making the same mistake they made 25 years ago when I warned about the Exxon and Mobil merger in 1999.”

Schumer and 22 other Democratic senators had urged the FTC to investigate the deal and a separate merger between Chevron and Hess, saying they could lead to higher prices, hurt competition and force families to pay more at the pump.

The deal with Pioneer vastly expands Exxon’s presence in the Permian Basin, a huge oilfield that straddles the border between Texas and New Mexico. Pioneer’s more than 850,000 net acres in the Midland Basin will be combined with Exxon’s 570,000 net acres in the Delaware and Midland Basin, nearly contiguous fields that will allow the combined company to trim costs.