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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Hobby debuts solar canopy as airport system reaches new sustainability milestone

solar solutions

Houston's William P. Hobby Airport is generating its own clean energy.

Houston Aiports announced that Hobby's red garage is now home to a "solar canopy" that is producing energy at 100 percent capacity to power daily operations. The photovoltaic (PV) solar system generated more than 1.1 gigawatt-hours of electricity in testing, and is expected to produce up to 1 megawatt-hour now that it's operating at full power.

“This project is proof that sustainability can be practical, visible and directly tied to the passenger experience,” Jim Szczesniak, director of aviation for Houston Airports, said in a news release. “Passengers now park under a structure that shields their cars from the Texas sun while generating clean energy that keeps airport operations running efficiently, lowering overall peak demand electrical costs during the day and our carbon footprint. It’s a win for travelers, the city and the planet.”

The project was completed by Texas A&M Engineering Experiment Station (TEES) and CenterPoint Energy. It's part of Houston Airport's efforts to reduce carbon emissions by 40 percent over its 2019 baseline.

In a separate announcement, the airport system also shared that it recently reached Level 3 in the Airports Council International (ACI) Airport Carbon Accreditation program after reducing emissions by 19 percent in three years. This includes reductions at George Bush Intercontinental Airport (IAH), Hobby and Ellington Airport/Houston Spaceport.

The reductions have come from initiatives such as adding electric vehicles to airport fleets, upgrading airfield lighting with LED bulbs, adding smarter power systems to terminals, and improving IAH's central utility plant with more efficient equipment. Additionally, the expansion to Hobby's West Concourse and renovations at IAH Terminal B incorporate cleaner equipment and technology.

According to Houston Airports, from 2019 to 2023:

  • IAH reduced emissions by 17 percent
  • Hobby reduced emissions by 32 percent
  • Ellington Airport reduced emissions by 4 percent

"I see firsthand how vital it is to link infrastructure with sustainability,” Houston City Council Member Twila Carter, chair of the council’s Resilience Committee, said in the release. “Reducing carbon emissions at our airports isn’t just about cleaner travel — it’s about smarter planning, safer communities and building a Houston that can thrive for generations to come.”

Houston Methodist leader on the push for sustainable health care and new local event

Q&A

Every industry can play a role in the energy transition, and Houston Methodist is leading the charge in the health care sector.

Culminating at this week’s inaugural Green ICU Conference, part of Houston Energy and Climate Startup Week, the health care system has spent the last three years taking a closer look at its environmental footprint—and showing other hospital systems and medical organizations how they too can make simple changes to reduce emissions.

The event, held tomorrow, Sept. 17, at TMC Helix Park, will bring together health care professionals, industry leaders, policymakers and innovators to explore solutions for building a more sustainable healthcare system.

In an interview with EnergyCapital, Dr. Faisal N. Masud, medical director of critical care at Houston Methodist and a champion for sustainability efforts across the system, shares the inspiration behind the event and what attendees can expect to take away.

Tell us about how the Green ICU Conference came to be.

Houston Methodist’s inaugural Green ICU conference is about three years in the making. It originated because Houston Methodist recognized the significant impact health care has on sustainability and the lack of similar initiatives in the U.S.

The Center for Critical Care at Houston Methodist launched a sustainability-focused ICU initiative, published a roadmap and became involved in international efforts to develop guidelines that many other organizations now use. Our work led to the creation of the first Green ICU Collaborative in the country, and the Green ICU Conference was established to share best practices and address the global impact of critical care on the environment.

What were some of the biggest takeaways from the collaborative, and how are they represented in this new event?

Through the Green ICU Collaborative, we’ve seen that health care professionals can make a significant impact on sustainability through simple, practical changes, and many solutions can be implemented without major costs or compromising patient care. Additionally, there’s a strong link between environmental stewardship and patient safety and quality. These lessons will be represented in the new Green ICU Conference by showcasing easy-to-adopt best practices, emphasizing the importance of sustainability in daily health care operations, and fostering a sense of shared responsibility among attendees to improve both patient outcomes and environmental impact.

Why are ICUs considered to be such carbon hot spots?

ICUs are considered carbon hot spots because they care for the sickest patients, requiring intensive therapies, numerous medications and a large amount of equipment, such as ventilators and pumps. This makes them the most resource- and energy-intensive areas in a hospital. A single day in the ICU can have a greenhouse gas impact equivalent to driving a car 1,000 kilometers.

The U.S. health care sector is responsible for approximately 8.5 percent of greenhouse gas emissions, and hospitals are the second-most energy-intensive commercial buildings in the country. With the Texas Medical Center being in the heart of Houston, it’s critical that health care organizations play a role in this area.

That’s why the Center for Critical Care launched a system-wide Green ICU Initiative with the Houston Methodist Office of Sustainability to help reduce our carbon impact and waste while continuing to provide unparalleled patient care. Innovation is part of our culture, and that extends into our sustainability efforts. Houston Methodist’s Green ICU initiative is the first-of-its-kind in the U.S.

What efforts has Houston Methodist taken to cut emissions?

The first step to cutting emissions is measuring an organization’s carbon footprint to determine the best path forward. Houston Methodist’s Office of Sustainability has aggregated two years of baseline emissions data pending third-party validation. The hospital has taken several steps to cut emissions, including implementing composting programs, installing solar panels, improving energy utilization and participating in global plastic recycling initiatives. These efforts are part of a broader commitment led by our Office of Sustainability to reduce the hospital’s environmental footprint.

Tell us a little more about the event. Who should attend? What do you expect to be some of the highlights?

The Green ICU Conference, taking place during Houston Energy and Climate Week, is focused on health care sustainability, bringing together health care professionals, engineers, experts and anyone interested in reducing health care’s environmental impact. With participants and speakers from six countries, the conference brings together leading experts who aim to raise awareness, share best practices and offer practical, easy-to-adopt solutions for making health care more sustainable.

Highlights include perspectives from leading voices in health care sustainability, real-world examples of successful sustainability initiatives and opportunities for networking and collaboration. Anyone interested in health care, sustainability,or making a positive impact in their community should consider attending.

And, because of increasing interest, we’ve opened up the opportunity for attendees to join virtually at no cost or in person.

What do you hope attendees take away? What are your major goals for the event?

The main goals of hosting the Green ICU Conference for the first time are to raise awareness about the environmental impact of health care; engage and empower attendees to implement easy, practical sustainability solutions; and foster a sense of shared community and responsibility.

I hope attendees leave the event feeling motivated and equipped to make meaningful changes in their own practices, whether that’s improving patient care, supporting their colleagues, or leaving their organization and environment in a better place for future generations.

Texas House Democrats urge Trump administration to restore $250M solar grant

solar grants

Eight Democratic members of the U.S. House from Texas, including two from Houston, are calling on the Trump administration to restore a nearly $250 million solar energy grant for Texas that’s being slashed by the U.S. Environmental Protection Agency (EPA).

In a letter to Lee Zeldin, head of the EPA, and Russell Vought, director of the federal Office of Management and Budget (OMB), the House members urged the two officials to reinstate the nearly $250 million grant, which was awarded to Texas under the $7 billion Biden-era Solar for All program. The Texas grant was designed to assist 28,000 low-income households in installing solar panels, aiming to reduce their energy bills.

“This administration has improperly withheld billions in congressionally appropriated funding that was intended to benefit everyday Americans,” the letter stated.

The letter claimed that numerous court rulings have determined the EPA cannot repeal already allocated funding.

“Congress made a commitment to families, small businesses, and communities across this country to lower their utility bills and reduce harmful pollution through investments in clean energy. The Solar for All program was part of that commitment, and the EPA’s actions to rescind this funding effectively undermine that congressional intent,” the House members wrote.

The six House members who signed the letter are:

  • U.S. Rep. Sylvia Garcia of Houston
  • U.S. Rep. Al Green of Houston
  • U.S. Rep. Greg Casar of Austin
  • U.S. Rep. Jasmine Crockett of Dallas
  • U.S. Rep. Lloyd Doggett of Austin
  • U.S. Rep. Julie Johnson of Dallas
  • U.S. Rep. Marc Veasey of Fort Worth

The nearly $250 million grant was awarded last year to the Harris County-led Texas Solar for All Coalition.

In a post on the X social media platform, Zeldin said the recently passed “One Big Beautiful Bill” killed the Greenhouse Gas Reduction Fund, which would have financed the $7 billion Solar for All program.

“The bottom line is this: EPA no longer has the statutory authority to administer the program or the appropriated funds to keep this boondoggle alive,” Zeldin said.