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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SLB to make $4B acquisition to expand data center cooling business

cool deal

Houston’s SLB has announced plans to acquire German thermal management and heat exchange technology organization Kelvion for approximately $4 billion.

SLB reports in a news release that the acquisition is expected to boost its Data Center Solutions business, as thermal management technologies are key to cooling artificial-intelligence-related infrastructure. Data centers continue to pose numerous challenges, but SLB believes thermal management technology can help ease energy burdens.

“Data centers are becoming more sophisticated and energy-intensive, and customers are increasingly looking for partners that can optimize how critical systems work together across the facility and help bring new capacity online faster,” Gavin Rennick, president of SLB’s New Energy and Industrial business, said in the release. “Thermal management is central to that challenge, and this acquisition allows us to address it directly by delivering more integrated cooling solutions, accelerating innovation, optimizing thermal efficiency, and more directly embedding thermal management into our modular infrastructure offering.”

SLB will acquire Kelvion from funds managed by New York-based financial services group Apollo Global Management Inc. for approximately $3.4 billion in cash and will assume about $700 million of debt, according to the release. The deal is expected to close in Q1 of 2027.

SLB says the acquisition will help it dramatically scale revenue generated by the data center sector.

“This transaction accelerates our ambition to become an industrial technology partner to the data center industry and help customers address the growing infrastructure complexity required to scale AI,” Olivier Le Peuch, CEO of SLB, added in a news release. “Kelvion advances our path toward more integrated data center infrastructure solutions, expands our addressable market — more than doubling our revenue opportunity per gigawatt of delivered capacity — and allows us to scale both our offerings and the global reach of the business.”

SLB reports that it expects its Data Center Solutions business revenues to grow by more than 90 percent annually between 2024 and 2026.

If the acquisition is approved, the combined company will target revenue of $4.5 billion to $5 billion for its data center solutions business in 2028, according to the release.

Kelvion has previously served customers in AI infrastructure, energy system transformation and energy/ industrial markets. Its past work focuses on heat pumps, renewables, carbon capture and processing solutions for thermal management. According to the news release, Kelvion's data center revenue is expected to reach about $1.2 billion in 2026, and the sector is considered the company’s "largest and fastest-growing end market.

Tesla files plans for Houston-area solar plant & more top energy news

Trending news

Editor's note: Houston energy news in August was fueled by Tesla solar plans, a massive deal for ERock, and Halliburton Labs' newest cohort. Below are the five most-read EnergyCapitalHTX stories published during the second half of the month.

Telsa eyes Houston area for $10 billion solar manufacturing plant

Electric vehicle and clean energy company Tesla is considering building a new $10.1 billion solar cell manufacturing facility in Fort Bend County, according to documents filed with the Texas Comptroller’s Office. If approved, the plant, called Project Sun City, would be located on a 3,050-acre site off FM 762 and FM 1994 in Richmond, Texas. Tesla aims to finish construction in 2028, with the plant being operational by early 2029. Continue reading.

Houston’s data center capacity set to grow 80%, report says

Houston stands to benefit from constraints dogging data center markets elsewhere in Texas, a new report indicates. This comes against the backdrop of Texas surpassing Virginia as the country’s top state for data centers — and amid deepening opposition to these facilities. The report, published by commercial real estate services provider JLL, foresees Houston continuing to gain traction in data center development as occupants seek “scalable alternatives” to Texas markets experiencing supply-and-demand imbalances. Continue reading.

EV surge could shutter 40 refineries by 2040, Wood Mackenzie report warns

The rise of electric vehicles could spell trouble for Houston’s oil and gas sector, a new report suggests. But the oil and gas industry stands to benefit from potential sluggishness in U.S. adoption of EVs. If worldwide EV adoption rises as expected, global oil demand could fall by five million barrels per day by 2040, accelerating the closure of about 40 oil refineries, says the report, published by energy research and consulting firm Wood Mackenzie. The firm’s North American hub is in Houston. Continue reading.

ERock scores Anthropic deal, sees order backlog soar to $1.7B

Two months after its $400 million IPO, Houston-based ERock (NYSE: EROC) has landed a power-generator deal with AI powerhouse Anthropic, owner of the Claude platform. In its Q2 earnings report, ERock says it will provide equipment to Anthropic with a 470-megawatt capacity. ERock specializes in utility-grade, onsite microgrid power systems for data centers and other customers. The company previously did business as Enchanted Rock. Continue reading.

Halliburton Labs adds 3 energy, materials startups to Houston incubator

Three new companies have joined Halliburton Labs, the incubator for early-stage energy and hardtech startups run by Houston energy giant Halliburton. Halliburton Labs provides the emerging companies with mentorship, industry connections, laboratory access and other resources as they work toward commercialization. The latest companies to join the incubator focus on battery materials, resource recovery and gas separation solutions to address some of the "key bottlenecks in the energy and industrial landscape." Continue reading.

Houston geothermal startup bumps Series B to $180M with Nabors investment

fresh funding

Houston-based geothermal startup Quaise Energy has closed its Series B fundraising round at $180 million after inking a significant investment from another local energy leader.

Quaise, which is developing a 50-megawatt superhot geothermal plant in Oregon, announced a "first close" of the round last month at $134 million, led by San Francisco-based investment firm Prelude Ventures. The $46 million bump has been fueled by a $35 million investment from Houston-based Nabors Industries.

The funding will go toward the continued development of the company's superhot geothermal plant, Project Obsidian, as well as the commercialization of Quaise's millimeter-wave drilling system, according to a news release.

“We are unlocking the most powerful clean energy source on Earth, and the Series B signals deep conviction across a wide range of investors,” Carlos Araque, Quaise CEO and president, said in the release. “Nabors is an invaluable partner as we move millimeter wave drilling to full commercial operations at Project Obsidian and beyond.”

Nabors, a repeat investor in Quaise, has also entered into a strategic framework agreement with Quaise. Under the agreement, Quaise will have access to a dedicated Nabors land rig and drilling platform. Nabors will also provide expertise in reservoir modeling, well design and drilling strategy.

Last year, Quaise drilled to a depth of about 330 feet using its millimeter-wave technology at its field site in Central Texas. Canary Media previously reported that Quaise plans to drill to nearly 3,300 feet later this year and to deploy its millimeter-wave technology at its power plant in 2027. The plant is expected to deliver power to the Pacific Northwest in 2030.

Quaise and Nabors say the partnership will improve drilling performance, reduce costs and accelerate project timelines.

“Superhot geothermal has the potential to make clean energy ubiquitous. That is why we are excited about our close relationship with Quaise,” Anthony Petrello, president and CEO of Nabors, added in the release. “Quaise’s millimeter wave technology changes the equation entirely by reaching superhot rock at temperatures and depths that are inaccessible with conventional drilling, transforming geothermal from a location-dependent resource into a global energy solution. Combined with Nabors’ drilling expertise and infrastructure, we see a path to gigawatt-scale geothermal power that no other company can offer today.”

Quaise reports that with the latest funding, it has now raised $280 million. It raised $21 million in a Series A1 financing round in 2024 and a $52 million Series A in 2022.

The company announced in March that it was aiming to raise $200 million for Project Obsidian through $100 million in Series B funding, plus an additional $100 million from grants, debt and project-level finance.