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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Fervo promotes strategy leader to COO as flagship geothermal project nears launch

new leader

Houston geothermal unicorn Fervo Energy has named Sarah Jewett as its new COO.

Jewett steps into the role as the company prepares for its flagship Cape Station geothermal project to deliver its first power later this year.

Jewett joined Fervo in 2020 as director of strategy and most recently served as the company's senior vice president of strategy. She spoke with HETI on the potential of geothermal energy in 2024.

Before Fervo, Jewett served as senior director of corporate development for Houston-based Select Energy Services. She ran hydraulic fracturing crews for Schlumberger in the Permian Basin and Alaska's North Slope early in her career.

In the COO role, Jewett is tasked with creating "the centralized infrastructure required to execute on what the company believes is the most significant commercial opportunity for clean, firm power in history," according to a company release.

“What Sarah has built over the last six years has been foundational to the company’s success. From the time she joined, she has brought an unwavering people-first mindset and outstanding dedication to building things that last,” Tim Latimer, CEO and co-founder of Fervo, added in the release. “As we move into the next phase of our growth, there is no better person to lead the operating core of this company.”

Jewett holds an MBA from Harvard Business School and a bachelor's degree in mechanical engineering from Dartmouth College.

Fervo announced the addition of four heavyweights to its board of directors this spring, including Meg Whitman, former CEO of eBay, Hewlett-Packard, and Spring-based HPE. Shortly after, the company filed for its highly anticipated $1 billion-plus IPO. Read more here.

UH study finds Gulf Coast best positioned for emerging carbon removal technology

coastal impact

The Gulf Coast is an ideal spot for deploying a new ocean-based carbon removal technology that uses seawater to capture and store carbon dioxide, according to a new study from the University of Houston.

The study was led by UH Cullen College of Engineering Professor Mim Rahimi and published in Nature’s Communications Sustainability journal. Abdelrahman Refaie, a PhD student at UH, authored the paper. It aimed to develop a plan for implementing an electrochemical marine carbon dioxide removal (e-mCDR) technology that treats seawater to increase the ocean’s ability to absorb and store carbon dioxide from the air.

Currently, oceans absorb about 30 percent of human-produced carbon dioxide emissions each year, according to UH, making it a great natural resource for carbon removal.

The team at UH scouted and analyzed 38 coastal facilities across the U.S.—including power plants, desalination plants, and liquefied natural gas (LNG) terminals—before determining the Gulf Coast as an attractive option. The South Hub, or the Gulf Coast along Texas and Louisiana, ranked the top-performing area for the technology due to the industrial infrastructure, affordable electricity, hydrogen transportation and storage networks.

Other regions like California and the Northeast also scored well due to their clean energy mix and carbon removal potential, according to UH.

“The South hub has one of the highest diversity factors between power plants, desalination and LNG,” Refaie said in a news release. “That means if, logistically, down the road LNG is not open for this implementation, then we have another option in the area. It reduces the risk factor.”

UH says the findings show how companies could commercialize the technology, which could boost coastal economies.

“The question we had wasn’t technical, rather, it was logistical in regard to implementation down the road,” Rahimi said. “This would be a roadmap if a company or the government wants to utilize this technology.”

Rahimi aims to increase awareness about e-mCDR technology and its potential impact. He recently discussed the ocean-centric carbon removal work with members of Congress in March at the Carbon to Sea’s 2026 Hill Day.

“I think faculty at the University of Houston can do more of this kind of work,” Rahimi said in a separate release. “Meeting with Members of Congress gives us a chance to help policymakers better understand the science and engineering happening at our university. That kind of engagement is an important part of moving new technologies forward. It also shows how the work we do on campus can have a real impact on communities beyond the university.”