Tesla wants shareholders to vote for $56B Musk pay package, Texas HQ move

decisions to be made

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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UH's $44 million mass timber building slashed energy use in first year

building up

The University of Houston recently completed assessments on year one of the first mass timber project on campus, and the results show it has had a major impact.

Known as the Retail, Auxiliary, and Dining Center, or RAD Center, the $44 million building showed an 84 percent reduction in predicted energy use intensity, a measure of how much energy a building uses relative to its size, compared to similar buildings. Its Global Warming Potential rating, a ratio determined by the Intergovernmental Panel on Climate Change, shows a 39 percent reduction compared to the benchmark for other buildings of its type.

In comparison to similar structures, the RAD Center saved the equivalent of taking 472 gasoline-powered cars driven for one year off the road, according to architecture firm Perkins & Will.

The RAD Center was created in alignment with the AIA 2030 Commitment to carbon-neutral buildings, designed by Perkins & Will and constructed by Houston-based general contractor Turner Construction.

Perkins & Will’s work reduced the building's carbon footprint by incorporating lighter mass timber structural systems, which allowed the RAD Center to reuse the foundation, columns and beams of the building it replaced. Reused elements account for 45 percent of the RAD Center’s total mass, according to Perkins & Will.

Mass timber is considered a sustainable alternative to steel and concrete construction. The RAD Center, a 41,000-square-foot development, replaced the once popular Satellite, which was a food, retail and hangout center for students on UH’s campus near the Science & Research Building 2 and the Jack J. Valenti School of Communication.

The RAD Center uses more than a million pounds of timber, which can store over 650 metric tons of CO2. Aesthetically, the building complements the surrounding campus woodlands and offers students a view both inside and out.

“Spaces are designed to create a sense of serenity and calm in an ecologically-minded environment,” Diego Rozo, a senior project manager and associate principal at Perkins & Will, said in a news release. “They were conceptually inspired by the notion of ‘unleashing the senses’ – the design celebrating different sights, sounds, smells and tastes alongside the tactile nature of the timber.”

In addition to its mass timber design, the building was also part of an Energy Use Intensity (EUI) reduction effort. It features high-performance insulation and barriers, natural light to illuminate a building's interior, efficient indoor lighting fixtures, and optimized equipment, including HVAC systems.

The RAD Center officially opened Phase I in Spring 2024. The third and final phase of construction is scheduled for this summer, with a planned opening set for the fall.

Experts on U.S. energy infrastructure, sustainability, and the future of data

Guest column

Digital infrastructure is the dominant theme in energy and infrastructure, real estate and technology markets.

Data, the byproduct and primary value generated by digital infrastructure, is referred to as “the fifth utility,” along with water, gas, electricity and telecommunications. Data is created, aggregated, stored, transmitted, shared, traded and sold. Data requires data centers. Data centers require energy. The United States is home to approximately 40% of the world's data centers. The U.S. is set to lead the world in digital infrastructure advancement and has an opportunity to lead on energy for a very long time.

Data centers consume vast amounts of electricity due to their computational and cooling requirements. According to the United States Department of Energy, data centers consume “10 to 50 times the energy per floor space of a typical commercial office building.” Lawrence Berkeley National Laboratory issued a report in December 2024 stating that U.S. data center energy use reached 176 TWh by 2023, “representing 4.4% of total U.S. electricity consumption.” This percentage will increase significantly with near-term investment into high performance computing (HPC) and artificial intelligence (AI). The markets recognize the need for digital infrastructure build-out and, developers, engineers, investors and asset owners are responding at an incredible clip.

However, the energy demands required to meet this digital load growth pose significant challenges to the U.S. power grid. Reliability and cost-efficiency have been, and will continue to be, two non-negotiable priorities of the legal, regulatory and quasi-regulatory regime overlaying the U.S. power grid.

Maintaining and improving reliability requires physical solutions. The grid must be perfectly balanced, with neither too little nor too much electricity at any given time. Specifically, new-build, physical power generation and transmission (a topic worthy of another article) projects must be built. To be sure, innovative financial products such as virtual power purchase agreements (VPPAs), hedges, environmental attributes, and other offtake strategies have been, and will continue to be, critical to growing the U.S. renewable energy markets and facilitating the energy transition, but the U.S. electrical grid needs to generate and move significantly more electrons to support the digital infrastructure transformation.

But there is now a third permanent priority: sustainability. New power generation over the next decade will include a mix of solar (large and small scale, offsite and onsite), wind and natural gas resources, with existing nuclear power, hydro, biomass, and geothermal remaining important in their respective regions.

Solar, in particular, will grow as a percentage of U.S grid generation. The Solar Energy Industries Association (SEIA) reported that solar added 50 gigawatts of new capacity to the U.S. grid in 2024, “the largest single year of new capacity added to the grid by an energy technology in over two decades.” Solar is leading, as it can be flexibly sized and sited.

Under-utilized technology such as carbon capture, utilization and storage (CCUS) will become more prominent. Hydrogen may be a potential game-changer in the medium-to-long-term. Further, a nuclear power renaissance (conventional and small modular reactor (SMR) technologies) appears to be real, with recent commitments from some of the largest companies in the world, led by technology companies. Nuclear is poised to be a part of a “net-zero” future in the United States, also in the medium-to-long term.

The transition from fossil fuels to zero carbon renewable energy is well on its way – this is undeniable – and will continue, regardless of U.S. political and market cycles. Along with reliability and cost efficiency, sustainability has become a permanent third leg of the U.S. power grid stool.

Sustainability is now non-negotiable. Corporate renewable and low carbon energy procurement is strong. State renewable portfolio standards (RPS) and clean energy standards (CES) have established aggressive goals. Domestic manufacturing of the equipment deployed in the U.S. is growing meaningfully and in politically diverse regions of the country. Solar, wind and batteries are increasing less expensive. But, perhaps more importantly, the grid needs as much renewable and low carbon power generation as possible - not in lieu of gas generation, but as an increasingly growing pairing with gas and other technologies. This is not an “R” or “D” issue (as we say in Washington), and it's not an “either, or” issue, it's good business and a physical necessity.

As a result, solar, wind and battery storage deployment, in particular, will continue to accelerate in the U.S. These clean technologies will inevitably become more efficient as the buildout in the U.S. increases, investments continue and technology advances.

At some point in the future (it won’t be in the 2020s, it could be in the 2030s, but, more realistically, in the 2040s), the U.S. will have achieved the remarkable – a truly modern (if not entirely overhauled) grid dependent largely on a mix of zero and low carbon power generation and storage technology. And when this happens, it will have been due in large part to the clean technology deployment and advances over the next 10 to 15 years resulting from the current digital infrastructure boom.

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Hans Dyke and Gabbie Hindera are lawyers at Bracewell. Dyke's experience includes transactions in the electric power and oil and gas midstream space, as well as transactions involving energy intensive industries such as data storage. Hindera focuses on mergers and acquisitions, joint ventures, and public and private capital market offerings.

Rice researchers' quantum breakthrough could pave the way for next-gen superconductors

new findings

A new study from researchers at Rice University, published in Nature Communications, could lead to future advances in superconductors with the potential to transform energy use.

The study revealed that electrons in strange metals, which exhibit unusual resistance to electricity and behave strangely at low temperatures, become more entangled at a specific tipping point, shedding new light on these materials.

A team led by Rice’s Qimiao Si, the Harry C. and Olga K. Wiess Professor of Physics and Astronomy, used quantum Fisher information (QFI), a concept from quantum metrology, to measure how electron interactions evolve under extreme conditions. The research team also included Rice’s Yuan Fang, Yiming Wang, Mounica Mahankali and Lei Chen along with Haoyu Hu of the Donostia International Physics Center and Silke Paschen of the Vienna University of Technology. Their work showed that the quantum phenomenon of electron entanglement peaks at a quantum critical point, which is the transition between two states of matter.

“Our findings reveal that strange metals exhibit a unique entanglement pattern, which offers a new lens to understand their exotic behavior,” Si said in a news release. “By leveraging quantum information theory, we are uncovering deep quantum correlations that were previously inaccessible.”

The researchers examined a theoretical framework known as the Kondo lattice, which explains how magnetic moments interact with surrounding electrons. At a critical transition point, these interactions intensify to the extent that the quasiparticles—key to understanding electrical behavior—disappear. Using QFI, the team traced this loss of quasiparticles to the growing entanglement of electron spins, which peaks precisely at the quantum critical point.

In terms of future use, the materials share a close connection with high-temperature superconductors, which have the potential to transmit electricity without energy loss, according to the researchers. By unblocking their properties, researchers believe this could revolutionize power grids and make energy transmission more efficient.

The team also found that quantum information tools can be applied to other “exotic materials” and quantum technologies.

“By integrating quantum information science with condensed matter physics, we are pivoting in a new direction in materials research,” Si said in the release.

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