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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New Gulf Coast recycling plant partners with first-of-kind circularity hub

now open

TALKE USA Inc., the Houston-area arm of German logistics company TALKE, officially opened its Recycling Support Center earlier this month.

Located next to the company's Houston-area headquarters, the plant will process post-consumer plastic materials, which will eventually be converted into recycling feedstock. Chambers County partially funded the plant.

“Our new recycling support center expands our overall commitment to sustainable growth, and now, the community’s plastics will be received here before they head out for recycling. This is a win for the residents of Chambers County," Richard Heath, CEO and president of TALKE USA, said in a news release.

“The opening of our recycling support facility offers a real alternative to past obstacles regarding the large amount of plastic products our local community disposes of. For our entire team, our customers, and the Mont Belvieu community, today marks a new beginning for effective, safe, and sustainable plastics recycling.”

The new plant will receive the post-consumer plastic and form it into bales. The materials will then be processed at Cyclyx's new Houston Circularity Center, a first-of-its-kind plastic waste sorting and processing facility being developed through a joint venture between Cyclix, ExxonMobil and LyondellBasell.

“Materials collected at this facility aren’t just easy-to-recycle items like water bottles and milk jugs. All plastics are accepted, including multi-layered films—like chip bags and juice pouches. This means more of the everyday plastics used in the Chambers County community can be captured and kept out of landfills,” Leslie Hushka, chief impact officer at Cyclyx, added in a LinkedIn post.

Cyclyx's circularity center is currently under construction and is expected to produce 300 million pounds of custom-formulated feedstock annually.

Houston quantum simulator research reveals clues for solar energy conversion

energy flow

Rice University scientists have used a programmable quantum simulator to mimic how energy moves through a vibrating molecule.

The research, which was published in Nature Communications last month, lets the researchers watch and control the flow of energy in real time and sheds light on processes like photosynthesis and solar energy conversion, according to a news release from the university.

The team, led by Rice assistant professor of physics and astronomy Guido Pagano, modeled a two-site molecule with one part supplying energy (the donor) and the other receiving it (the acceptor).

Unlike in previous experiments, the Rice researchers were able to smoothly tune the system to model multiple types of vibrations and manipulate the energy states in a controlled setting. This allowed the team to explore different types of energy transfer within the same platform.

“By adjusting the interactions between the donor and acceptor, coupling to two types of vibrations and the character of those vibrations, we could see how each factor influenced the flow of energy,” Pagano said in the release.

The research showed that more vibrations sped up energy transfer and opened new paths for energy to move, sometimes making transfer more efficient even with energy loss. Additionally, when vibrations differed, efficient transfer happened over a wider range of donor–acceptor energy differences.

“The results show that vibrations and their environment are not simply background noise but can actively steer energy flow in unexpected ways,” Pagano added.

The team believes the findings could help with the design of organic solar cells, molecular wires and other devices that depend on efficient energy or charge transfer. They could also have an environmental impact by improving energy harvesting to reduce energy losses in electronics.

“These are the kinds of phenomena that physical chemists have theorized exist but could not easily isolate experimentally, especially in a programmable manner, until now,” Visal So, a Rice doctoral student and first author of the study, added in the release.

The study was supported by The Welch Foundation,the Office of Naval Research, the National Science Foundation CAREER Award, the Army Research Office and the Department of Energy.

The EPA is easing pollution rules — here’s how it’s affecting Texas

In the news

The first year of President Trump’s second term has seen an aggressive rollback of federal environmental protections, which advocacy groups fear will bring more pollution, higher health risks, and less information and power for Texas communities, especially in heavily industrial and urban areas.

Within Trump’s first 100 days in office, his new Environmental Protection Agency administrator, Lee Zeldin, announced a sweeping slate of 31 deregulatory actions. The list, which Zeldin called the agency’s “greatest day of deregulation,” targeted everything from soot standards and power plant pollution rules to the Endangerment Finding, the legal and scientific foundation that obligates the EPA to regulate climate-changing pollution under the Clean Air Act.

Since then, the agency froze research grants, shrank its workforce, and removed some references to climate change and environmental justice from its website — moves that environmental advocates say send a clear signal: the EPA’s new direction will come at the expense of public health.

Cyrus Reed, conservation director of the Lone Star Chapter of the Sierra Club, said Texas is one of the states that feels EPA policy changes directly because the state has shown little interest in stepping up its environmental enforcement as the federal government scales back.

“If we were a state that was open to doing our own regulations there’d be less impact from these rollbacks,” Reed said. “But we’re not.”

“Now we have an EPA that isn’t interested in enforcing its own rules,” he added.

Richard Richter, a spokesperson at the state’s environmental agency, Texas Commission on Environmental Quality, said in a statement that the agency takes protecting public health and natural resources seriously and acts consistently and quickly to enforce federal and state environmental laws when they’re violated.

Methane rules put on pause

A major EPA move centers on methane, a potent greenhouse gas that traps heat far more efficiently than carbon dioxide over the short term. It accounts for roughly 16% of global greenhouse gas emissions and is a major driver of climate change. In the U.S., the largest source of methane emissions is the energy sector, especially in Texas, the nation’s top oil and gas producer.

In 2024, the Biden administration finalized long-anticipated rules requiring oil and gas operators to sharply reduce methane emissions from wells, pipelines, and storage facilities. The rule, developed with industry input, targeted leaks, equipment failures, and routine flaring, the burning off of excess natural gas at the wellhead.

Under the rule, operators would have been required to monitor emissions, inspect sites with gas-imaging cameras for leaks, and phase out routine flaring. States are required to come up with a plan to implement the rule, but Texas has yet to do so. Under Trump’s EPA, that deadline has been extended until January 2027 — an 18-month postponement.

Texas doesn’t have a rule to capture escaping methane emissions from energy infrastructure. Richter, the TCEQ spokesperson, said the agency continues to work toward developing the state plan.

Adrian Shelley, Texas director of the watchdog group Public Citizen, said the rule represented a rare moment of alignment between environmentalists and major oil and gas producers.

“I think the fossil fuel industry generally understood that this was the direction the planet and their industry was moving,” he said. Shelley said uniform EPA rules provided regulatory certainty for changes operators saw as inevitable.

Reed, the Sierra Club conservation director, said the delay of methane rules means Texas still has no plan to reduce emissions, while neighboring New Mexico already has imposed its own state methane emission rules that require the industry to detect and repair methane leaks and ban routine venting and flaring.

These regulations have cut methane emissions in the New Mexico portion of the Permian Basin — the oil-rich area that covers West Texas and southeast New Mexico — to half that of Texas, according to a recent data analysis by the Environmental Defense Fund. That’s despite New Mexico doubling production since 2020.

A retreat from soot standards

Fine particulate matter or PM 2.5, one of six pollutants regulated under the Clean Air Act, has been called by researchers the deadliest form of air pollution.

In 2024, the EPA under President Biden strengthened air rules for particulate matter by lowering the annual limit from 12 to 9 micrograms per cubic meter. It was the first update since 2012 and one of the most ambitious pieces of Biden’s environmental agenda, driven by mounting evidence that particulate pollution is linked to premature death, heart disease, asthma, and other respiratory illnesses.

After the rule was issued, 24 Republican-led states, including Kentucky and West Virginia, sued to revert to the weaker standard. Texas filed a separate suit asking to block the rule’s recent expansion.

State agencies are responsible for enforcing the federal standards. The TCEQ is charged with creating a list of counties that exceed the federal standard and submitting those recommendations to Gov. Greg Abbott, who then finalizes the designations and submits them to the EPA.

Under the 9 microgram standard, parts of Texas, including Dallas, Harris (which includes Houston), Tarrant (Fort Worth), and Bowie (Texarkana) counties, were in the process of being designated nonattainment areas — which, when finalized, would trigger a legal requirement for the state to develop a plan to clean up the air.

That process stalled after Trump returned to office. Gov. Greg Abbott submitted his designations to EPA last February, but EPA has not yet acted on his designations, according to Richter, the TCEQ spokesperson.

In a court filing last year, the Trump EPA asked a federal appeals court to vacate the stricter standard, bypassing the traditional notice and comment administrative process.

For now, the rule technically remains in effect, but environmental advocates say the EPA’s retreat undermines enforcement of the rule and signals to polluters that it may be short-lived.

Shelley, with Public Citizen, believes the PM2.5 rule would have delivered the greatest health benefit of any EPA regulation affecting Texas, particularly through reductions in diesel pollution from trucks.

“I still hold out hope that it will come back,” he said.

Unraveling the climate framework

Beyond individual pollutants, the Trump EPA has moved to dismantle the federal architecture for addressing climate change.

Among the proposals is eliminating the Greenhouse Gas Reporting Program, which requires power plants, refineries, and oil and gas suppliers to report annual emissions. The proposal has drawn opposition from both environmental groups and industry, which relies on the data for planning and compliance.

Colin Leyden, Texas state director and energy lead at the nonprofit Environmental Defense Fund, said eliminating the program could hurt Texas industry. If methane emissions are no longer reported, then buyers and investors of natural gas, for example, won’t have an official way to measure how much methane pollution is associated with that gas, according to Leyden. That makes it harder to judge how “clean” or “climate-friendly” the product is, which international buyers are increasingly demanding.

“This isn’t just bad for the planet,” he said. “It makes the Texas industry less competitive.”

The administration also proposed last year rescinding the Endangerment Finding, issued in 2009, which obligates the EPA to regulate climate pollution. Most recently, the EPA said it will stop calculating how much money is saved in health care costs as a result of air pollution regulations that curb particulate matter 2.5 and ozone, a component of smog. Both can cause respiratory and health problems.

Leyden said tallying up the dollar value of lives saved when evaluating pollution rules is a foundational principle of the EPA since its creation.

“That really erodes the basic idea that (the EPA) protects health and safety and the environment,” he said.

___

This story was originally published by The Texas Tribune and distributed through a partnership with The Associated Press.