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 launches new series on AI’s impact on the energy sector

where to be

The University of Houston's Energy Transition Institute has launched a new Energy in Action Seminar Series that will feature talks focused on the intersection of the energy industry and digitization trends, such as AI.

The first event in the series took place earlier this month, featuring Raiford Smith, global market lead for power & energy for Google Cloud, who presented "AI, Energy, and Data Centers." The talk discussed the benefits of widespread AI adoption for growth in traditional and low-carbon energy resources.

Future events include:

“Through this timely and informative seminar series, ETI will bring together energy professionals, researchers, students, and anyone working in or around digital innovation in energy," Debalina Sengupta, chief operating officer of ETI, said in a news release. "We encourage industry members and students to register now and reap the benefits of participating in both the seminar and the reception, which presents a fantastic opportunity to stay ahead of industry developments and build a strong network in the Greater Houston energy ecosystem.”

The series is slated to continue throughout 2026. Each presentation is followed by a one-hour networking reception. Register for the next event here.

ExxonMobil pauses plans for $7B hydrogen plant in Baytown

project on pause

As anticipated, Spring-based oil and gas giant ExxonMobil has paused plans to build a low-hydrogen plant in Baytown, Chairman and CEO Darren Woods told Reuters.

“The suspension of the project, which had already experienced delays, reflects a wider slowdown in efforts by traditional oil and gas firms to transition to cleaner energy sources as many of the initiatives struggle to turn a profit,” Reuters reported.

Woods signaled during ExxonMobil’s second-quarter earnings call that the company was weighing whether it would move forward with the proposed $7 billion plant.

The Biden-era Inflation Reduction Act established a 10-year incentive, the 45V tax credit, for production of clean hydrogen. But under President Trump’s One Big Beautiful Bill Act, the period for beginning construction of low-carbon hydrogen projects that qualify for the tax credit has been compressed. The Inflation Reduction Act called for construction to begin by 2033. The Big Beautiful Bill changed the construction start time to early 2028.

“While our project can meet this timeline, we’re concerned about the development of a broader market, which is critical to transition from government incentives,” Woods said during the earnings call.

Woods had said ExxonMobil was figuring out whether a combination of the 45Q tax credit for carbon capture projects and the revised 45V tax credit would enable a broader market for low-carbon hydrogen.

“If we can’t see an eventual path to a market-driven business, we won’t move forward with the [Baytown] project,” Woods told Wall Street analysts.

“We knew that helping to establish a brand-new product and a brand-new market initially driven by government policy would not be easy or advance in a straight line,” he added.

ExxonMobil announced in 2022 that it would build the low-carbon hydrogen plant at its refining and petrochemical complex in Baytown. The company had indicated the plant would start initial production in 2027.

ExxonMobil had said the Baytown plant would produce up to 1 billion cubic feet of hydrogen per day made from natural gas, and capture and store more than 98 percent of the associated carbon dioxide. The plant would have been capable of storing as much as 10 million metric tons of CO2 per year.

Greentown and partners name 10 startups to carbontech accelerator

new cohort

The Carbon to Value Initiative (C2V Initiative)—a collaboration between Greentown Labs, NYU Tandon School of Engineering's Urban Future Lab and Fraunhofer USA—has announced 10 startup participants to join the fifth cohort of its carbontech accelerator.

The six-month accelerator aims to help cleantech startups advance their commercialization efforts through access to the C2V Initiative’s Carbontech Leadership Council (CLC). The invitation-only council consists of corporate and nonprofit leaders from organizations like Shell, TotalEnergies, XPRIZE, L’Oréal and others who “foster commercialization opportunities and identify avenues for technology validation, testing, and demonstration,” according to a release from Greentown

“The No. 1 reason startups engage with Greentown is to find customers, grow their businesses, and accelerate impact—and the Carbon to Value Initiative delivers exactly that,” Georgina Campbell Flatter, CEO of Greentown, said in a news release. “It’s a powerful example of how meaningful engagement between entrepreneurs and industry turns innovation into commercial traction.”

The C2V Initiative received more than 100 applications from 33 countries, representing a variety of carbontech innovations. The 10 startups chosen for the 2025 fifth cohort include:

  • Cambridge, Massachusetts-based Sora Fuel, which integrates direct-air capture with direct conversion of the captured carbon into syngas for production of sustainable aviation fuel
  • Brooklyn-based Arbon, which develops a humidity-swing carbon-capture solution by capturing CO₂ from the air or point-source without heat or pressure
  • New York-based Cella Mineral Storage, which works to develop subsurface mineralization technology with integrated software, enabling new ways to sequester CO2 underground
  • Germany-based ICODOS, which helps transform emissions into value through a point-source carbon capture and methanol synthesis process in a single, modularized system
  • Vancouver-based Lite-1, which uses advanced biomanufacturing processes to produce circular colourants for use in textiles, cosmetics and food
  • London-based Mission Zero Technologies, which has developed and deployed an electrified, direct-air carbon capture solution that employs both liquid-adsorption and electrochemical technologies
  • Kenya-based Octavia Carbon, which develops a solid-adsorption-based, direct-air carbon capture solution that utilizes geothermal heat
  • California-based Rushnu, which combines point-source carbon capture with chemical production, turning salt and CO2 into chlorine-based chemicals and minerals
  • Brooklyn-based Turnover Labs, which develops modular electrolyzers that transform raw, industrial CO2 emissions into chemical building blocks, without capture or purification
  • Ontario-based Universal Matter, which develops a Flash Joule Heating process that converts carbon waste such as end-of-life plastics, tires or industrial waste into graphene

The C2V Initiative is based on Greentown Go, Greentown’s open-innovation program. The C2V Initiative has supported 35 startups that have raised over $600 million in follow-on funding.

Read about the 2024 cohort here.