ADVERTISEABOUT USSUBMIT A STORYSUBSCRIBETERMS OF USEPRIVACY POLICY
Visit our family of Brands

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.

Ad Placement 300x100
Ad Placement 300x600

CultureMap Emails are Awesome

Property Showcase

What EPA’s carbon capture and storage permitting announcement means for Texas

The View From HETI

Earlier this month, Texas was granted authority by the federal government for permitting carbon capture and storage (CCS) projects. This move could help the U.S. cut emissions while staying competitive in the global energy game.

In June, the U.S. Environmental Protection Agency (EPA) proposed approving Texas’ request for permitting authority under the Safe Drinking Water Act (SDWA) for Class VI underground injection wells for carbon capture and storage (CCS) in the state under a process called “primacy.” The State of Texas already has permitting authority for other injection wells (Classes I-V). In November, the EPA announced final approval of Texas’ primacy request.

Why This Matters for Texas

Texas is the headquarters for virtually every segment of the energy industry. According to the U.S. Energy Information Administration, Texas is the top crude oil- and natural-gas producing state in the nation. The state has more crude oil refineries and refining capacity than any other state in the nation. Texas produces more electricity than any other state, and the demand for electricity will grow with the development of data centers and artificial intelligence (AI). Simply put, Texas is the backbone of the nation’s energy security and competitiveness. For the nation’s economic competitiveness, it is important that Texas continue to produce more energy with less emissions. CCS is widely regarded as necessary to continue to lower the emissions intensity of the U.S. industrial sector for critical products including power generation, refining, chemicals, steel, cement and other products that our country and world demand.

The Greater Houston Partnership’s Houston Energy Transition Initiative (HETI) has supported efforts to bring CCUS to a broader commercial scale since the initiative’s inception.

“Texas is uniquely positioned to deploy CCUS at scale, with world-class geology, a skilled workforce, and strong infrastructure. We applaud the EPA for granting Texas the authority to permit wells for CCUS, which we believe will result in safe and efficient permitting while advancing technologies that strengthen Texas’ leadership in the global energy market,” said Jane Stricker, Executive Director of HETI and Senior Vice President, Energy Transition at the Greater Houston Partnership.

What is Primacy, and Why is it Important?

Primacy grants permitting authority for Class VI wells for CCS to the Texas Railroad Commission instead of the EPA. Texas is required to follow the same strict standards the EPA uses. The EPA has reviewed Texas’ application and determined it meets those requirements.

Research suggests that Texas has strong geological formations for CO2 storage, a world-class, highly skilled workforce, and robust infrastructure primed for the deployment of CCS. However, federal permitting delays are stalling billions of dollars of private sector investment. There are currently 257 applications under review, nearly one-quarter of which are located in Texas, with some applications surpassing the EPA’s target review period of 24 months. This creates uncertainty for developers and investors and keeps thousands of potential jobs out of reach. By transferring permitting to the state, Texas will apply local resources to issue Class VI permits across the states in a timely manner.

Texas joins North Dakota, Wyoming, Louisiana, West Virginia and Arizona with the authority for regulating Class VI wells.

Is CCS safe?

A 2025 study by Texas A&M University reviewed operational history and academic literature on CCS in the United States. The study analyzed common concerns related to CCS efficacy and safety and found that CCS reduces pollutants including carbon dioxide, particulate matter, sulfur oxides and nitrogen oxides. The research found that the risks of CCS present a low probability of impacting human life and can be effectively managed through existing state and federal regulations and technical monitoring and safety protocols.

What’s Next?

The final rule granting Texas’ primacy will become effective 30 days after publication in the Federal Register. Once in effect, the Texas Railroad Commission will be responsible for permitting wells for carbon capture, use and storage and enforcing their safe operation.

———

This article originally ran on the Greater Houston Partnership's Houston Energy Transition Initiative blog. HETI exists to support Houston's future as an energy leader. For more information about the Houston Energy Transition Initiative, EnergyCapitalHTX's presenting sponsor, visit htxenergytransition.org.

Houston energy expert: How the U.S. can turn carbon into growth

Guets Column

For the past 40 years, climate policy has often felt like two steps forward, one step back. Regulations shift with politics, incentives get diluted, and long-term aspirations like net-zero by 2050 seem increasingly out of reach. Yet greenhouse gases continue to rise, and the challenges they pose are not going away.

This matters because the costs are real. Extreme weather is already straining U.S. power grids, damaging homes, and disrupting supply chains. Communities are spending more on recovery while businesses face rising risks to operations and assets. So, how can the U.S. prepare and respond?

The Baker Institute Center for Energy Studies (CES) points to two complementary strategies. First, invest in large-scale public adaptation to protect communities and infrastructure. Second, reframe carbon as a resource, not just a waste stream to be reduced.

Why Focusing on Emissions Alone Falls Short

Peter Hartley argues that decades of global efforts to curb emissions have done little to slow the rise of CO₂. International cooperation is difficult, the costs are felt immediately, and the technologies needed are often expensive. Emissions reduction has been the central policy tool for decades, and it has been neither sufficient nor effective.

One practical response is adaptation, which means preparing for climate impacts we can’t avoid. Some of these measures are private, taken by households or businesses to reduce their own risks, such as farmers shifting crop types, property owners installing fire-resistant materials, or families improving insulation. Others are public goods that require policy action. These include building stronger levees and flood defenses, reinforcing power grids, upgrading water systems, revising building codes, and planning for wildfire risks. Such efforts protect people today while reducing long-term costs, and they work regardless of the source of extreme weather. Adaptation also does not depend on global consensus; each country, state, or city can act in its own interest. Many of these measures even deliver benefits beyond weather resilience, such as stronger infrastructure and improved security against broader threats.

McKinsey research reinforces this logic. Without a rapid scale-up of climate adaptation, the U.S. will face serious socioeconomic risks. These include damage to infrastructure and property from storms, floods, and heat waves, as well as greater stress on vulnerable populations and disrupted supply chains.

Making Carbon Work for Us

While adaptation addresses immediate risks, Ken Medlock points to a longer-term opportunity: turning carbon into value.

Carbon can serve as a building block for advanced materials in construction, transportation, power transmission, and agriculture. Biochar to improve soils, carbon composites for stronger and lighter products, and next-generation fuels are all examples. As Ken points out, carbon-to-value strategies can extend into construction and infrastructure. Beyond creating new markets, carbon conversion could deliver lighter and more resilient materials, helping the U.S. build infrastructure that is stronger, longer-lasting, and better able to withstand climate stress.

A carbon-to-value economy can help the U.S. strengthen its manufacturing base and position itself as a global supplier of advanced materials.

These solutions are not yet economic at scale, but smart policies can change that. Expanding the 45Q tax credit to cover carbon use in materials, funding research at DOE labs and universities, and supporting early markets would help create the conditions for growth.

Conclusion

Instead of choosing between “doing nothing” and “net zero at any cost,” we need a third approach that invests in both climate resilience and carbon conversion.

Public adaptation strengthens and improves the infrastructure we rely on every day, including levees, power grids, water systems, and building standards that protect communities from climate shocks. Carbon-to-value strategies can complement these efforts by creating lighter, more resilient carbon-based infrastructure.

CES suggests this combination is a pragmatic way forward. As Peter emphasizes, adaptation works because it is in each nation’s self-interest. And as Ken reminds us, “The U.S. has a comparative advantage in carbon. Leveraging it to its fullest extent puts the U.S. in a position of strength now and well into the future.”

-----------

Scott Nyquist is a senior advisor at McKinsey & Company and vice chairman, Houston Energy Transition Initiative of the Greater Houston Partnership. The views expressed herein are Nyquist's own and not those of McKinsey & Company or of the Greater Houston Partnership. This article originally appeared on LinkedIn.

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.

View All Listings