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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Zero-emission electric air taxi network to land in Texas in 2027

Electric Travel

San Jose, California-based aerospace company Archer Aviation is bringing its air-taxi system to the “Texas triangle” of Houston, Austin and Dallas-Fort Worth.

Currently, the planned zero-emission electric air taxi networks will use Archer’s Midnight air taxi to “turn 60- to 90-minute drives to major airports, business districts and major destinations into 10- to 20-minute flights,” the company said in a news release. Archer plans to begin flights in the Texas triangle next year.

The Midnight air taxi is an all-electric vertical takeoff and landing (eVTOL) aircraft. It can carry four passengers and a pilot and is designed for consecutive flights of about 20 miles.

Archer cites the Texas triangle as one of the busiest and fastest-growing “megaregions” in the country due to its proximity to coastal regions, major airports, and a number of business districts.

Archer Chief Commercial Officer Nikhil Goel described the air taxi experience to CW Houston as “100 times quieter than a helicopter for the price of an Uber Black.” He added that the air taxis are a combination of a helicopter, a small airplane and a drone.

In Houston, Archer’s air taxi network will aim to connect George Bush Intercontinental, William P. Hobby and Sugar Land Regional Airport with downtown destinations, including the Thompson Hotel helipad, and Galveston.

In Austin, it plans to link the city's Austin-Bergstrom International Airport and Austin Executive Airport with the F1 Circuit Helipad at the Circuit of the Americas. Archer debuted its Midnight aircraft at the F1 Prix in the Fan Zone and the F1 Paddock at Austin’s COTA.

The Dallas-Fort Worth network is slated to include Dallas-Fort Worth International Airport, Dallas Love Field, Addison Airport, Arlington Municipal Airport, Fort Worth Meacham International Airport and Perot Field Fort Worth Alliance Airport, plus major business hubs like Frisco Station.

“Texas is setting the bar for America’s leadership in the next generation of aviation,” Adam Goldstein, founder and CEO of Archer Aviation, said in the release. “Our planned networks will make the benefits of electric air taxis real for Texans — trading hours in traffic for minutes in the air, while connecting the biggest airports, business districts and sporting hubs in ways that America’s largest megaregion needs to grow.”

Archer is working with state and local partners to develop charging infrastructure and plans to pursue Texas operations through the White House’s eVTOL Integration Pilot Program, according to the release. It recently completed its "No Roads" flight tour, which included multiple flights over the San Francisco Bay, and flew to seven cities over three days.

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This article first appeared on InnovationMap.com.

Fervo Energy scores third consecutive nod on MIT climatech list

top honor

Houston-based geothermal power company Fervo Energy has notched a three-peat on MIT Technology Review’s annual 10 Climate Tech Companies to Watch List.

“The newly public company is betting that Al’s power boom will help turn enhanced geothermal energy into a scalable reality,” MIT Technology Review says of the three-time honoree.

Fervo went public in May through a $2.2 billion IPO.

Other Fervo recent milestones include:

“We are in the midst of a once-in-a-generation surge in power demand that is likely to dictate the outcome of the American success story in both artificial intelligence and industrial growth, but also the extent to which people have access to affordable, reliable power,” Tim Latimer, co-founder, chairman, president and CEO, said during Fervo’s second-quarter earnings call.

“The stakes have never been higher,” he added, “and I’ve never been more convinced that Fervo is uniquely positioned to meet this moment.”

Also making MIT Technology Review’s fourth annual list were:

  • Greentown Houston alum Energy Dome, based in Milan, Italy. “Energy Dome is using the gas to deliver cheap long-duration energy storage for the grid,” MIT Technology Review says.
  • Greentown Houston alum Moment Energy, based in Vancouver, Canada. “The startup is betting that repurposing — rather than recycling — used EV batteries will help buoy much-needed U.S. supply,” MIT Technology Review says.
  • Greentown Boston member Form Energy, based in Somersville, Massachusetts. It’s a three-time honoree. “Form’s 100-hour batteries could make clean energy more weather-resilient and help power data centers,” MIT Technology Review says.

Greentown Labs is an incubator for climatech and energy startups that's co-located in Houston and Boston. Fervo is also an alum of Greentown Houston.

“Whether early-stage startup or multinational corporation, the businesses we’ve chosen are working on technologies to help us address climate change or adapt to our warming world,” MIT Technology Review says. “There’s an urgent need for these innovators: We must begin to drastically reduce emissions to avoid the deadliest impacts of climate change, while also contending with its harmful effects.”

ExxonMobil and Chevron top Q3 estimates on higher prices and strong output

Q3 Report

ExxonMobil and Chevron both reported better than expected quarterly results Friday as the oil majors benefited from higher prices and record production.

Besides the disruption caused by the wars in Iran and Ukraine that have driven up the cost of fuel, Exxon is also seeing strong production in its fields in Guyana and the Permian Basin in the Southwest. Chevron said its results include one month of production in Venezuela where it’s making a big investment.

Utilization at Exxon's U.S. Gulf Coast refineries was at 100%, and U.S. Gulf Coast diesel production was at the second-highest on record.

The price of diesel, currently about $6.32 per gallon, is up 71% since last year, according to AAA. Diesel surpassed $6 last month — a record. Regular gasoline is up about 38% in the past year as well. To that end, some state officials have been offering gas tax holidays and other measures to ease costs.

Pain at the pump

The cost of crude oil — the main ingredient in gasoline as well as diesel — has been volatile amid ongoing uncertainty about the war's future. The conflict with Iran has impeded most shipping through the Strait of Hormuz, a narrow waterway that previously served as a delivery route for a fifth of the world’s oil and natural gas.

Both Brent crude and benchmark U.S. crude were at over $100 a barrel on Friday. Brent is still near the high end of its range since the war with Iran began. The highest price for the most actively traded contract in the market for Brent crude since then is nearly $120, reached in March.

At the beginning of the month, the Group of Seven wealthy democracies announced that they planned to release 100 million barrels of oil and fuel products in the coming weeks, starting with “substantial” amounts of diesel.

The release follows on from a March announcement that International Energy Agency member countries would release 426 million barrels of oil and products to stabilize the oil market. European Union countries committed about 92 million barrels, a promise weighted toward refined products made from crude such as diesel.

President Donald Trump has been trying to tamp down soaring energy costs ahead of the U.S. midterm elections. As part of those efforts, he announced earlier this month that the U.S. struck a deal to obtain diesel from Russia. Congress has criticized the deal as fueling Russia’s war against Ukraine, violating existing U.S. laws and drawing the U.S. closer to Russia. Even as Congress has tried to push back, the first tanker carrying Russian diesel to the United States set sail a week ago.

Results beat Wall Street expectations

Darren Woods, ExxonMobil chairman and CEO, noted that investments such as the expansion of its Beaumont refinery in Texas have contributed to an increase in its distillate production by approximately 40% since 2019.

For the third quarter, net income more than doubled to $3.72 per share. On an adjusted basis, profit totaled $4.23 per share, easily topping the average analyst estimate of $4.12 per share.

Revenue during the three months ended in September rose 33% to $113.16 billion, also beating estimates.

The Spring, Texas-based company also raised its quarterly dividend to $1.07 and set a $20 billion stock buyback plan.

Houston-based Chevron said it earned $9.9 billion, or $5.06 per share, during the third quarter, as revenue surged 36% to $67.8 billion. Its results handily topped estimates.

Crude utilization at Chevron's U.S. refineries totaled 98%. Those refineries processed more than 1 million barrels of crude oil per day. The company said it set production records at its Eastern Mediterranean and Australian assets.

Chevron, the second-largest U.S. oil company, has had a presence in Venezuela since 1923. Last month it announced it will invest $7 billion over the next five years in Venezuela. It said Friday that following an accounting-related change during the quarter, it’s now including those results.

Overall capital expenditures during the quarter were lower compared with a year ago because it spent less in the Permian Basin.

Mike Wirth, Chevron’s chairman and CEO, said that the company signed agreements to reduce Bakken midstream costs by about 50%, strengthening the asset’s competitiveness. Chevron increased its holdings in the Bakken fields in North Dakota and Montana following its $53 billion acquisition of Hess Corp. last year.

Shares of Exxon rose 1.3% in morning trading. The stock is up 64% in the past 12 months. Chevron's stock climbed 1.8%.