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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Houston climatech startup raises $29M funding round​

fresh funding

Houston-based NanoTech Materials has closed a $29.4 million Series A.

The round was led by Austin-based HPI Real Estate & Investments. Houston-based Goose Capital and Austin-based Milliken & Company also participated.

Nanotech has developed its patented Insulative Ceramic Particle (ICP) technology, which reduces heat transfer in buildings and outdoor infrastructure, improving efficiency and safety. It's known for its Cool Roof Coat, Wildfire Shield and Insulative Coat: Cool Touch product lines.

With the new funding, Nanotech plans to scale operations and expand its market reach for its products.

“We’re addressing one of the pressing and urgent challenges facing infrastructure owners today: controlling energy costs and extending asset life,” Mike Francis, CEO and co-founder of NanoTech Materials, said in a news release. “This financing marks a transformative moment for us. It allows us to rapidly scale production and bring our high-performance materials to market faster, while delivering measurable cost savings and redefining what resilience looks like in today’s built environment.”

Nanotech launched in 2020 and was the first company selected for Halliburton Labs. It moved into a 43,000-square-foot space in Katy in 2023. It brought on new partners that expanded the company's reach in the Middle East and Singapore the following year. Its technology was recognized as one of Time magazine's 200 Best Inventions of 2024.

“We were early investors in Nanotech Materials and are pleased to continue supporting the company as it becomes a leader in breakthrough materials science and technology,” John Chaney, investor at Goose Capital and board member at NanoTech, added in the release. “NanoTech’s ability to elevate fire resilience and energy efficiency in the built environment is critical for strengthening and hardening infrastructure. Its pioneered approach is transforming current building standards and making our lives safer.”

The company has secured $34.4 million in total to date, according to the release. It raised an oversubscribed funding round in 2023 and a $5 million seed round in 2020.

Houston clean energy startup acquired by battery storage company FlexGen

m&a activity

A North Carolina company has acquired Houston-based Clean Energy Services, a provider of services for battery energy storage systems and utility-scale solar, for an undisclosed amount.

The buyer is Durham, North Carolina-based FlexGen Power Systems, a provider of battery energy storage software and services.

Clean Energy Services (CES), whose offices are at the Ion, will operate as a subsidiary of FlexGen. Existing CES customers will continue to receive services from CES without disruption or change, FlexGen says.

“Demand for reliable, high-performance power is accelerating, and customers need partners who can deliver at scale,” Kelcy Pegler, CEO of FlexGen, said in a news release. “The addition of CES strengthens our service platform and reinforces our leadership in energy storage technology.”

Ahmad Atwan and Constantine Triantafyllides co-founded CES in 2022. As a startup, CES had raised $8 million in venture capital, according to PitchBook.

“CES has achieved a market leadership position in battery storage services by focusing on reliable speed of service delivery and optimizing asset performance,” Atwan, the company’s CEO, added the release. “FlexGen and CES have been strong partners for years, and this transaction enables us to deliver more robust solutions across a complementary set of customers and markets.”

CES will continue to operate its remote operations center in Houston for over 1 gigawatt of solar assets and 4.5 gigawatt-hours of battery assets, while FlexGen will maintain its remote operations center in Durham.

Halliburton Labs names 4 new clean energy startups to incubator

green team

Four new companies have joined Halliburton Labs, the incubator for early-stage energy and climate 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, according to a news release.

The four new members include:

  • Nandina REM, a Singapore-based company that delivers carbon fiber thermoplastics. It turns end-of-life assets into new, reliable, high-performance materials for the aviation, aerospace and defense industries in a fraction of the time of standard supply chains.
  • Noon Energy, a California-based company that delivers clean, reliable electricity with ultra-long duration energy storage. Its system uses solid oxide electrochemical cells and stores energy as abundant, flexible industrial gases.
  • Proof Energy, a Silicon Valley-based company developed by the Lawrence Berkeley National Laboratory that is commercializing next-generation metallic solid oxide fuel cell (M-SOFC) technology. Its system uses widely available fuels such as ethanol, methanol, ammonia, and natural gas as hydrogen carriers to enable lower-cost, low-emission commercial transportation, and also offers a zero-emission heating solution to preserve battery range in electric vehicles.
  • Tidal Metals, a New Jersey-based company that has developed technology to economically make decarbonized magnesium metal from seawater and electricity.

"Halliburton Labs exemplifies our commitment to advance a secure and pragmatic energy future," Jeff Miller, chairman, president and CEO of Halliburton, said in the news release. "We welcome these companies into our ecosystem, where they will gain access to the tools, expertise, and connections needed to scale their technologies."

Auckland-based Aquafortus Technologies and California-based Sunchem joined Halliburton Labs in September. With the addition of the four new members, the incubator currently supports six early-stage companies.

Read more about the incubator's 2025 cohort here.