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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8 Houston companies earn CleanTech Breakthrough Awards

winner, winners

Eight cleantech companies with Houston headquarters were recognized in this year’s CleanTech Breakthrough Awards program.

CleanTech Breakthrough, part of market intelligence platform Tech Breakthrough, honors innovative and influential energy, climate, and cleantech companies, products and services.

This year’s winners from Houston are:

  • CleanTech Analytics Company of the Year: Amperon, a provider of AI-powered energy forecasting software
  • Overall Hydrogen Solution of the Year: Eclipse Energy, which converts maxed-out oilfields into low-cost sources of hydrogen
  • Energy Production Company of the Year: Fervo Energy, a provider of geothermal power
  • Production Solution of the Year: Quaise Energy, a developer of a drilling system for converting traditional power stations into geothermal energy plants
  • Green Materials Solution of the Year: Solidec, which uses air, water, and electricity to produce chemicals
  • Hydrogen Production Solution of the Year: VEMA Hydrogen, a producer of renewable hydrogen
  • CleanTech Analytics Innovation Award: Finland-based Wärtsilä, a provider of advanced energy storage systems and services, which maintains its U.S. headquarters in Houston
  • Energy Production Platform of the Year: France-based energy giant TotalEnergies, which maintains its U.S. headquarters in Houston

Other Texas companies made the list, including Austin-headquartered Base Power, founded by Justin Lopas and Zach Dell. Zach Dell is the son of Austin billionaire and Houston native Michael Dell, chairman and CEO of Dell Technologies. The company recently started servicing Houston and established an office in Katy.

CleanTech Breakthrough says its annual awards program honors “the visionaries and leaders accelerating the transition to a cleaner, more sustainable future.”

“In a world increasingly focused on sustainability and environmental responsibility, innovation in clean technology has never been more critical,” said Bryan Vaughn, managing director of CleanTech Breakthrough. “This year’s winners represent the very best in ingenuity and execution, delivering solutions that not only reduce environmental impact but also drive efficiency, scalability and real-world results.”

See the full list of the 2026 winners here.

HETI's new executive director takes the helm

new leader

The Houston Energy Transition Initiative has a new executive director.

Sophia Cunningham assumed the position this month, succeeding the organization's founding executive director, Jane Stricker.

"Four years ago, I could never have imagined the opportunities, experiences and relationships this role has enabled," Strickler wrote in an address earlier this year. "I am truly grateful for the support and engagement of Houston’s business and community leaders, the visionary leadership of Bobby Tudor, Scott Nyquist, HETI Members, and the Greater Houston Partnership in creating this initiative at exactly the right moment in time. I am incredibly proud of the HETI and the Partnership team members who have delivered with purpose and passion, and I greatly appreciate Houston’s energy and climate leaders and champions who have supported my agenda, challenged my thinking, broadened my perspectives, and worked with HETI to demonstrate the power of partnership in developing, innovating and advancing the ideas and technologies needed to meet this challenge for our region and the world."

Stricker shared on LinkedIn that she has joined the advisory board of FluxPoint Energy, which launched last month during CERAWeek, in addition to her other roles at Greentown Labs, Prana Low Carbon Economy Investments and UNC Kenan-Flagler Energy Center.

Cunningham previously served as vice president at HETI, where she was responsible for efforts related to carbon capture, use and storage; methane management; community engagement and stakeholder activation. Before joining HETI, she was director of public policy at The Greater Houston Partnership.

She earned her master's in Energy Management and Systems Technology from Texas A&M University and holds a bachelor's degree from Davidson College.

“I’m honored to step into the role of Executive Director of the Houston Energy Transition Initiative at such a pivotal moment for our industry," Cunningham said over email. "Houston has the talent, infrastructure, and leadership to meet growing global energy demand while reducing emissions, and I’m excited to work alongside our members and partners to accelerate solutions that are reliable, affordable, and scalable.”

The Greater Houston Partnership launched HETI in June 2021 to "meet a Dual Challenge of producing more energy that the world needs with less emissions," according to its website.

Pattern Energy expands clean energy portfolio with acquisition of Canadian producer

acquisition closed

Clean energy and transmission infrastructure company Pattern Energy completed the acquisition of Canadian independent power producer Cordelio Power this month.

Pattern Energy, which is headquartered in San Francisco and has major operations in Houston, will now own one of the largest independent clean energy infrastructure platforms in North America, according to a release.

Pattern Energy will add approximately 1,550 megawatts of operating and in-construction assets, including 16 wind, solar and energy storage projects across the United States and Canada, as part of the deal. In addition, they have also acquired the majority of Cordelio’s development pipeline in key U.S. markets and members of Cordelio’s team.

“Closing this transaction marks a significant milestone for Pattern Energy as we continue to scale our platform to meet North America’s growing energy needs,” Hunter Armistead, CEO of Pattern Energy, said in the release. “Cordelio brings a highly complementary portfolio of quality assets and a talented team. Together, we are even better positioned to power the future.”

Currently, Pattern Energy’s portfolio includes wind, solar and energy storage projects in over 40 facilities in North America. Pattern Energy had 12,000 megawatts of operating and in-construction capacity before the deal.

The acquisition was first announced Jan. 6, 2025.

“Pattern and Cordelio share a commitment to responsible development and the communities in which we work,” Chris Hind, CEO of Cordelio Power, said in a news release. “We look forward to joining with Pattern Energy to deliver high-quality projects with expanded product offerings to support customers across more markets.”


Pattern Energy doubled down on its Houston commercial space in 2023, moving the company's development, meteorological, transmission and energy trading teams to a new office in the Montrose Collective. The company's Operations Control Center is also based in Houston.

Its Houston-based development team was assigned to work on Pattern's SunZia Transmission and Wind project in New Mexico and Arizona, expected to be one of the largest clean energy infrastructure projects in U.S. The project is targeting commercial operations this year, according to Pattern Energy's website.