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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DOE proposes cutting $1.2 billion in funding for hydrogen hub

funding cuts

The U.S. Department of Energy has proposed cutting $1.2 billion in funding for the HyVelocity Gulf Coast Hydrogen Hub, a clean energy project backed by AES, Air Liquide, Chevron, ExxonMobil, Mitsubishi Power Americas and Ørsted.

The HyVelocity project, which would produce clean hydrogen, appears on a new list of proposed DOE funding cancellations. The list was obtained by Latitude Media.

As of November, HyVelocity had already received $22 million of the potential $1.2 billion in DOE funding.

Other than the six main corporate backers, supporters of HyVelocity include the Center for Houston’s Future, Houston Advanced Research Center, Port Houston, University of Texas at Austin, Shell, the Texas governor’s office, Texas congressional delegation, and the City of Fort Worth.

Kristine Cone, a spokeswoman for GTI Energy, the hub’s administrator, told EnergyCapital that it hadn’t gotten an update from DOE about the hub’s status.

The list also shows the Magnolia Sequestration Hub in Louisiana, being developed by Occidental Petroleum subsidiary 1PointFive, could lose nearly $19.8 million in federal funding and the subsidiary’s South Texas Direct Air Capture (DAC) Hub on the King Ranch in Kleberg County could lose $50 million. In September, 1Point5 announced the $50 million award for its South Texas hub would be the first installment of up to $500 million in federal funding for the project.

Other possible DOE funding losses for Houston-area companies on the list include:

  • A little over $100 million earmarked for Houston-based BP Carbon Solutions to develop carbon storage projects
  • $100 million earmarked for Dow to produce battery-grade solvents for lithium-ion batteries. Dow operates chemical plants in Deer Park and LaPorte
  • $39 million earmarked for Daikin Comfort Technologies North America to produce energy-efficient heat pumps. The HVAC company operates the Daikin Texas Technology Park in Waller
  • Nearly $6 million earmarked for Houston-based Baker Hughes Energy Transition to reduce methane emissions from flares
  • $3 million earmarked for Spring-based Chevron to explore development of a DAC hub in Northern California
  • Nearly $2.9 million earmarked for Houston-based geothermal energy startup Fervo Energy’s geothermal plant in Utah

Houston ranks No. 99 out of 100 on new report of greenest U.S. cities

Sustainability Slide

Houstonians may be feeling blue about a new ranking of the greenest cities in the U.S.

Among the country’s 100 largest cities based on population, Houston ranks 99th across 28 key indicators of “green” living in a new study from personal finance website WalletHub. The only city with a lower ranking is Glendale, Arizona. Last year, Houston landed at No. 98 on the WalletHub list.

“‘Green’ living means a choice to engage in cleaner, more sustainable habits in order to preserve the planet as much as possible,” WalletHub says.

Among the study’s ranking factors are the amount of greenhouse gas emissions per capita, the number of “smart energy” policies, and the presence of “green job” programs.

In the study, Houston received an overall score of 35.64 out of 100. WalletHub put its findings into four buckets, with Houston ranked 100th in the environment and transportation categories, 56th in the lifestyle and policy category, and 52nd in the energy sources category.

In the environment category, Houston has two big strikes against it. The metro area ranks among the 10 worst places for ozone pollution (No. 7) and year-round particle pollution (No. 8), according to the American Lung Association’s 2025 list of the most polluted cities.

In the WalletHub study, San Jose, California, earns the honor of being the country’s greenest city. It’s followed by Washington, D.C.; Oakland, California; Irvine, California; and San Francisco.

“There are plenty of things that individuals can do to adopt a green lifestyle, from recycling to sharing rides to installing solar panels on their homes,” WalletHub analyst Chip Lupo said in the report. “However, living in one of the greenest cities can make it even easier to care for the environment, due to sustainable laws and policies, access to locally grown produce, and infrastructure that allows residents to use vehicles less often. The greenest cities also are better for your health due to superior air and water quality.”