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

6 must-attend Houston energy sector events in November 2025

Must-Attend Meetings

Editor's note: It's time to mark your calendar for November's must-attend Houston energy transition events, as they are front-loaded at the beginning fo the month. From a climatetech summit to the annual Houston Innovation Awards, these are the energy events to attend. Learn more below, and register now.

Nov. 4: Greentown Labs Climatetech Summit

Greentown Labs hosts its Houston Climatetech Summit, bringing together philanthropists, executives, and innovators in the energy transition space. Attendees will be able to explore climatetech solutions from dozens of startups, as well as hear insightful keynotes and discussions with industry leaders throughout the day.

The event begins with check-in and breakfast at 8 am on Nov. 4 at Greentown Labs. Register here.

Nov. 4-6: Operational Excellence in Oil and Gas Summit 2025

More than 300 industry leaders and change-makers will explore smarter, faster, more sustainable paths to operational excellence in the oil and gas industry at this annual three-day summit.

The event begins Nov. 4 at Norris Conference Center - City Centre Location. Register here.

Nov. 11-12: 20th Annual API Cybersecurity Conference for the Oil and Natural Gas Industry

The API Cybersecurity Conference has been an annual event since 2005. For 20 years, it has been the only cybersecurity conference dedicated to the oil and gas industry. Don't miss two days of compelling programming, networking and idea-exchange opportunities, as well as exhibitors sharing the latest products and services.

The event begins Nov. 11 at Woodlands Waterway Marriott. Register here.

Nov. 12-13: Energy Supply Chain & Procurement Summit

Senior executives from across the U.S. come to Houston, the energy capital, to discuss the energy supply chain, procurement and logistics ecosystems. The summit is focused on fostering dialogue and facilitating commercial relationships to further the mission of decarbonization and digitalization of the energy sector.

The event begins Nov. 12 at Hyatt Regency Houston West. Register here.

Nov. 13: Houston Innovation Awards

Houston's innovation ecosystem comes together for the fifth annual Houston Innovation Awards, taking place for the first time at Greentown Labs. Get your tickets to this intimate networking event and awards program, where winners in 10 prestigious categories — including Energy Transition Business, Scaleup of the Year, and Startup of the Year — will be revealed.

The event begins at 7 pm on Nov. 13 at Greentown Labs. Tickets are available here.

Nov. 14: Powering the Future via Geothermal, Lithium Extraction, and Battery Storage

Innovators and energy experts will converge for an in-depth panel discussion on how geothermal energy, lithium extraction and battery storage are shaping the next era of the low-carbon economy. At this event, hosted by Society for Low Carbon technologies, attendees will engage with thought leaders across sectors and explore how these technologies will help power a cleaner and smarter energy future.

This event begins at 9:10 am on Nov. 14 at NOV Towers. Register here.

Houston energy giants among top AI adopters and more news to know

Trending Topics

Editor's note: The top energy transition news for Oct. 15-31 includes AI integration among energy leaders and the most promising startups from an annual pitch competition. Here are the most-read EnergyCapitalHTX stories for the second half of October:

1. 2 Houston energy giants appear on Fortune’s inaugural AI ranking

ExxonMobil is on Fortune's first-ever AIQ ranking. Getty Images

Two Houston-area energy leaders appear on Fortune’s inaugural list of the top adopters of AI among Fortune 500 companies. They are: No. 7 energy company ExxonMobil, based in Spring and No. 47 energy company Chevron, based in Houston. They are joined by Spring-based tech company Hewlett Packard Enterprise, No. 19. All three companies have taken a big dive into the AI pool. Continue reading.

2. Energy Tech Nexus names 8 startup winners from Pilotathon pitch event

Eight startups were given awards at Energy Tech Nexus' Pilotathon. Photo via Getty Images.

Energy Tech Nexus held its Pilotathon and Showcase during the second annual Houston Energy & Climate Startup Week last month and granted awards to eight startups. This year's event, focused on the theme "Energy Access and Resilience," offered 24 startups an opportunity to pitch their pilot projects. Continue reading.

3. Houston organization proposes Gulf Coast index for hydrogen market

The Clean Hydrogen Buyers Alliance plans to create the Gulf Coast Hydrogen Index to bring to bring transparency and confidence to hydrogen pricing. Photo via Getty Images

The Clean Hydrogen Buyers Alliance has proposed an index aimed at bringing transparency to pricing in the emerging hydrogen market. The Houston-based alliance said the Gulf Coast Hydrogen Index, based on real-time data, would provide more clarity to pricing in the global market for hydrogen. The benchmarking effort is being designed to benefit clean hydrogen buyers, sellers and investors. The index would help position the U.S. “as the trading anchor for hydrogen’s next chapter as a globally traded commodity,” the alliance said. Continue reading.

4. Houston clean energy company to develop hybrid renewable project in Port Arthur

The new Pleasure Island Power Collective in Port Arthur is expected to generate 391 megawatts of clean power. Photo via unsplash.

Houston-based clean energy company Diligence Offshore Services has announced a strategic partnership with Florida-based floating solar manufacturing company AccuSolar for the development of a renewable energy project in the Port Arthur area. Known as the Pleasure Island Power Collective, it will be built on 2,275 acres across Pleasure Island and Sabine Lake. It is expected to generate 391 megawatts of clean power, alongside a utility-scale battery energy storage system. Continue reading.

5. Port Houston reports emissions progress as cargo volumes climb

Ric Campo says Port Houston is “moving in the right direction.” Photo via Getty Images.

Port Houston’s initiatives to reduce emissions have shown some positive results, according to new data from the Port of Houston Authority. Pulling from the Goods Movement Emissions Inventory (GMEI) report, which tracks port-related air emissions, Port Houston cited several improvements compared to the most recent report from 2019. Continue reading.

3 energy transition cos. in the running for Houston Startup of the Year

People's Choice

We're just two weeks away from the 2025 Houston Innovation Awards, presented by InnovationMap.com, and while an expert panel of judges will determine the winners in most categories, one award is up to the public.

Voting is now open for 2025 Houston Startup of the Year, the people's choice award. Six exceptional finalists are in the running for the title, including three from the energy transition sector.

From next-gen biobased materials to technology that creates chemicals without carbon emissions, these companies are shaping the future.

Read about all of the Startup of the Year finalists and their missions below, then cast your vote. You can vote once per day through November 12.

The winner, along with winners in all other categories, will be revealed live on November 13 at Greentown Labs. Tickets to the 2025 Houston Innovation Awards are available now — get yours today.

2025 Houston Startup of the Year finalists:

Eclipse Energy

Eclipse Energy, previously known as Gold H2, is a climatetech startup converting end-of-life oil fields into low-cost, sustainable hydrogen sources. The company completed its first field trial this summer, which demonstrated subsurface bio-stimulated hydrogen production. Eclipse Energy says Its technology could yield up to 250 billion kilograms of low-carbon hydrogen.

Rheom Materials

Rheom Materials is a next-generation startup developing biobased materials for a more sustainable future. Its two flagship offerings are Shorai, a sustainable leather alternative that is usable for apparel, accessories, car interiors, and more, and Benree, an alternative to plastic without the carbon footprint.

Solidec

Solidec is a chemical manufacturing company developing autonomous generators that extract molecules from water and air and convert them into pure chemicals and fuels that are free of carbon emissions. The technology eliminates the need for transport, storage, and permitting.

FlowCare

FlowCare is developing a period health platform that integrates smart dispensers, education, and healthcare into one system to make free, high-quality, organic period products more accessible. FlowCare is live at prominent Houston venues, including Discovery Green, Texas Medical Center, The Ion, and, most recently, Space Center Houston, helping make Houston a “period positivity” city.

MyoStep

MyoStep is a next-generation, lightweight, soft exoskeleton developed at University of Houston for children with cerebral palsy. The soft skeleton aims to address motor impairments that impact their ability to participate in physical activities, self-care, and academics, via an affordable, child-friendly solution that empowers mobility and independence.

Persona AI

Persona AI is a humanoid robotics startup that is creating rugged, autonomous robots for skilled, heavy industry work for various "4D" (dull, dirty, dangerous, and declining) jobs. In May, the company announced a memorandum of understanding with HD Korea Shipbuilding & Offshore Engineering, HD Hyundai Robotic, and Vazil Company to create and deploy humanoid robots for complex welding tasks in shipyards. The project will deliver prototype humanoids by the end of 2026.

---

The Houston Innovation Awards program is sponsored by Houston Community College, Houston Powder Coaters, FLIGHT by Yuengling, and more to be announced soon. For sponsorship opportunities, please contact sales@innovationmap.com.