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

7 Houston energy-focused businesses among Time's best midsize companies 2025

new report

Seven Houston-based businesses focused on the energy industry appear on Time magazine and Statista’s new ranking of the country’s best midsize companies.

Time and Statista ranked companies based on employee satisfaction, revenue growth, and transparency about sustainability. All 500 companies on the list have annual revenue from $100 million to $10 billion.

The Houston energy-focused companies on the list are:

  • No. 141 MRC Global. Score: 85.84
  • No. 176 National Oilwell Varco. Score: 84.50
  • No. 266 Nabor Industries. Score: 81.59
  • No. 296 Archrock. Score: 80.17
  • No. 327 Superior Energy Services. Score: 79.38
  • No. 359 CenterPoint Energy. Score: 78.02
  • No. 461 Oceaneering. Score: 73.87
In total, 13 Houston-based businesses appear, with Houston engineering firm KBR topping the Texas businesses that made the list. KBR earned the No. 30 spot, earning a score of 91.53 out of 100. It is joined by these other Houston companies:
     
  • No. 168 Comfort Systems USA. Score: 84.72
  • No. 175 Crown Castle. Score: 84.51
  • No. 234 Kirby. Score: 82.48
  • No. 332 Insperity. Score: 79.15
  • No. 485 Skyward Specialty Insurance. Score: 73.15

Additional Texas companies on the list include:

  • No. 95 Austin-based Natera. Score: 87.26
  • No. 199 Plano-based Tyler Technologies. Score: 86.49
  • No. 139 McKinney-based Globe Life. Score: 85.88
  • No. 140 Dallas-based Trinity Industries. Score: 85.87
  • No. 149 Southlake-based Sabre. Score: 85.58
  • No. 223 Dallas-based Brinker International. Score: 82.87
  • No. 226 Irving-based Darling Ingredients. Score: 82.86
  • No. 256 Dallas-based Copart. Score: 81.78
  • No. 276 Coppell-based Brink’s. Score: 80.90
  • No. 279 Dallas-based Topgolf. Score: 80.79
  • No. 294 Richardson-based Lennox. Score: 80.22
  • No. 308 Dallas-based Primoris Services. Score: 79.96
  • No. 322 Dallas-based Wingstop Restaurants. Score: 79.49
  • No. 335 Fort Worth-based Omnicell. Score: 78.95
  • No. 337 Plano-based Cinemark. Score: 78.91
  • No. 345 Dallas-based Dave & Buster’s. Score: 78.64
  • No. 349 Dallas-based ATI. Score: 78.44
  • No. 385 Frisco-based Addus HomeCare. Score: 76.86
  • No. 414 New Braunfels-based Rush Enterprises. Score: 75.75
  • No. 431 Dallas-based Comerica Bank. Score: 75.20
  • No. 439 Austin-based Q2 Software. Score: 74.85
  • No. 458 San Antonio-based Frost Bank. Score: 73.94
  • No. 475 Fort Worth-based FirstCash. Score: 73.39
  • No. 498 Irving-based Nexstar Broadcasting Group. Score: 72.71
---
This article originally appeared on our sister site, InnovationMap.

TEX-E names Houston VC leader as new executive director

new hire

The Texas Exchange for Energy & Climate Entrepreneurship (TEX-E) has named Houston venture capital and innovation leader Sandy Guitar as its new executive director.

Guitar succeeds David Pruner, who will move into the board chair role.

Guitar previously served as general partner and managing director at Houston-based VC firm HX Venture Fund and is co-founder of Weathergage Capital. She also sits on the advisory board of Rice University's Liu Idea Lab for Innovation and Entrepreneurship (Lilie) and launched the Women Investing in VC in Houston group.

In a LinkedIn post, Guitar shared that she's looking forward to bringing her problem-solving skills to the energy transition.

"Innovating in the energy sector is as significant and intricate a problem as I have ever worked on — one that demands creativity, collaboration, and resourcefulness at every turn," she shared.

"I'm honored to join TEX-E at such a pivotal time in the energy transition," she added in a news release. "Energy and climate innovation is accelerating at the intersection of brilliant minds and bold ideas. I'm excited to help TEX-E amplify that collision between students who think differently and the real-world problems that demand fresh solutions."

According to TEX-E, Guitar will continue to lead the organization's programming that aims to connect student climate entrepreneurs with "industry reality."

"Sandy understands the complexities of the Texas energy ecosystem and brings a forward-looking vision for how related innovation can drive meaningful, lasting impact. She's exactly the leader we need to take TEX-E to the next level and help create the next generation of energy transition innovators," David Baldwin, TEX-E board member, added in the release.

TEX-E was founded in 2022 through partnerships with MIT Martin Trust Center for Entrepreneurship and Greentown Labs. It works with university students from six schools: Rice University, University of Houston, Prairie View A&M University, The University of Texas at Austin, Texas A&M University and MIT.

It's known for its student track within the Energy Venture Day and Pitch Competition at CERAWeek, which awarded $25,000 to HEXASpec, a Rice University-led team, at the 2025 event. It also hosted its inaugural TEX-E Conference, centered on the theme of Energy & Entrepreneurship: Navigating the Future of Climate Tech, earlier this year.

Expert: Debunking the myth that Texas doesn't care about renewable energy

Guest Column

When most people think about Texas, wind turbines and solar panels may not be the first images that come to mind. But in reality, the state now leads the nation in both wind-powered electricity generation and utility-scale solar capacity. In 2024 alone, Texas added approximately 9,700 megawatts of solar and 4,374 megawatts of battery storage, outpacing all other energy sources in new generation capacity that year. So what’s driving Texas’ rapid rise as the renewable energy capital of the United States?

Leader in wind energy

Texas has been a national leader in wind energy for more than a decade, thanks to its vast open landscapes and consistent wind conditions, particularly in regions like West Texas and the Panhandle. These ideal geographic features have enabled the development of massive wind farms, giving Texas the largest installed wind capacity in the United States. Wind energy also plays a strategic role in balancing the grid and complements solar energy well, as it often peaks at night when solar output drops.

Battery storage growth

Increasing battery storage capacity is unlocking more potential from solar and wind. When intermittent energy sources like wind and solar go offline, batteries release stored electricity and provide stability to the Electric Reliability Council of Texas system. Excluding California, Texas has more battery storage than the rest of the United States combined, accounting for over 32% of all the capacity installed nationwide.

Solar electricity generation and utility-scale batteries within ERCOT power grid set records in summer 2024. Between June 1 and August 31, solar contributed nearly 25% of total power demand during mid-day hours. In the evening, as demand stayed high but solar output declined, battery discharges successfully filled the gap. Battery storage solutions are now a core element of ERCOT’s future capacity and demand planning.

Interest in creating a hydrogen economy

Texas is well positioned to become a national hub in the hydrogen economy. The state has everything needed to lead in this emerging space with low-cost natural gas, abundant and growing low carbon electricity, geology well suited for hydrogen and carbon storage, mature hydrogen demand centers, existing hydrogen pipelines, established port infrastructure and more. The state already has an existing hydrogen market with two-thirds of the country’s hydrogen transport infrastructure.

In 2023, the Texas Legislature created the Texas Hydrogen Production Policy Council, which found that:

  • Hydrogen could represent a grid-scale energy storage solution that can help support the increased development of renewable electricity from wind and solar. Renewable electricity that is converted to hydrogen can improve overall grid reliability, resilience and dispatchability.
  • The development of the hydrogen industry, along with its supporting infrastructure and its downstream markets within Texas, could attract billions of dollars of investment. This development may create hundreds of thousands of jobs - especially with younger generations who are passionate about climate science - and greatly boost the Texas economy.
  • Hydrogen supports the current energy economy in Texas as a critical component to both conventional refining and the growing production of new biofuels (such as renewable diesel and sustainable aviation fuel) within the state.

Legislative action and pressure to reduce carbon emissions

Texas has also seen key legislative actions and policies that have supported the growth of renewable energy in Texas. During the most recent legislative session, lawmakers decided that The Texas Energy Fund, a low-interest loan program aimed at encouraging companies to build more power infrastructure, will receive an additional $5 billion on top of the $5 billion lawmakers approved in 2023. Of that amount, $1.8 billion is earmarked to strengthen existing backup generators, which must be powered by a combination of solar, battery storage and natural gas. These funds signal growing institutional support for a diversified and more resilient energy grid.

Furthermore, there is growing pressure from investors, regulators and consumers to reduce carbon emissions, and as a result, private equity firms in the oil and gas sector are diversifying their portfolios to include wind, solar, battery storage and carbon capture projects. In 2022, private equity investment in renewable energy and clean technology surged to a record-high $26 billion.

The future of the renewable energy workforce

With renewable energy jobs projected to grow to 38 million globally by 2030, the sector is poised to be one of the most promising career landscapes of the future. Given that young people today are increasingly environmentally conscious, there is a powerful opportunity to engage students early and help them see how their values align with meaningful, purpose-driven careers in clean energy. Organizations like the Energy Education Foundation play a vital role in this effort by providing accessible, high-quality resources that bridge the gap between energy literacy and real-world impact. The nonprofit employs comprehensive, science-based educational initiatives to help students and educators explore complex energy topics through clear explanations and engaging learning tools, laying a strong foundation for informed, future-ready learners.

STEM and AI education, which are reshaping how young people think, build, and solve problems, provide a natural gateway into the renewable energy field. From robotics and coding to climate modeling and sustainable engineering, these learning experiences equip students with the critical skills and mindsets needed to thrive in a rapidly evolving energy economy. By investing in engaging, future-focused learning environments now and through leveraging trusted educational partners, like the Energy Education Foundation, we can help ensure that the next generation of learners are not just prepared to enter the clean energy workforce but are empowered to lead it.

With its rapidly growing wind, solar, battery and hydrogen sectors, Texas is redefining its energy identity. To sustain this momentum, the state must continue aligning education, policy, and innovation—not only to meet the energy demands of tomorrow, but to inspire and equip the next generation to lead the way toward a more sustainable, resilient and inclusive energy future.

---

Kristen Barley is the executive director of the Energy Education Foundation, a nonprofit dedicated to inspiring the next generation of energy leaders by providing comprehensive, engaging education that spans the entire energy spectrum.