Tesla wants shareholders to vote for $56B Musk pay package, Texas HQ move

decisions to be made

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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Oxy inks long-term agreements for 2M tons of CO2 capture, transport

carbon contracts

Houston-based Occidental has made two long-term agreements that will expand its carbon management business in the Delaware Basin and the Permian Basin.

Oxy announced Nov. 9 that it has signed agreements with two unnamed project developers to capture and transport approximately 2 million metric tons of CO2 from their existing and new natural gas processing facilities in the Delaware Basin in West Texas annually. The CO2 will be transported for use in Oxy's enhanced oil recovery (EOR) operations in the Permian Basin.

“Securing reliable, long-term sources of CO2 supports Occidental’s advanced recovery strategy to extend the productive life of existing fields and enhance recovery across our conventional and unconventional resource base,” Vishal Gupta, president and general manager of EOR Ventures at Occidental, said in a news release. “The projects, once operational, will help diversify our CO2 supply, improve access to cost-effective resources and create infrastructure that can connect additional carbon capture projects over time. Federal 45Q incentives are an important support for these investments.”

According to the release, the projects have the potential to expand to handle up to 4 million metric tons of C02 per year combined. The first shipments to Oxy are expected in 2029. The unnamed developers will fund and build the infrastructure to capture, transport and deliver the CO2 to Oxy, the company shared in the release.

Additionally, the agreement stipulates that the projects will also include the build-out of nearly 100 miles of new CO2 pipeline infrastructure. The new pipeline is planned to connect with the existing CO2 pipeline network in the Permian Basin. Oxy adds that the pipelines are being designed to handle additional future capacity to "support future conventional and unconventional recovery opportunities" of CO2.

Oxy uses the EOR process to inject stored CO2 back into a producing oil fields to boost the site's performance. The recycled CO2 displaces trapped oil and gas and is then secured in the reservoir. Oxy says that EOR combined with Direct Air Capture (DAC) technology "remove[s] an amount of CO2 equivalent to that emitted during the production and consumption of [its] products."

Oxy subsidiary 1PointFive is developing a $1.3 billion DAC project in the Midland-Odessa area that is slated to be the largest facility of its kind in the world. Known as STRATOS, it's designed to capture up to 500,000 metric tons of CO2 per year. After a component delay, 1PointFive shared in May that it would ramp up operations at the project throughout 2026.

Houston researchers win prestigious DOE early career awards

Researchers at Rice University, the University of Houston and other Texas universities have been awarded the Department of Energy’s Early Career Award for their work in quantum science, AI and more.

Each professor who received the honor will be awarded $875,000 over five years to continue their work.

The Houston-area recipients include:

James Shee, assistant professor of chemistry at Rice University
Tony Geng, assistant professor of electrical and computer engineering at Rice
Naihao Chiang, assistant professor in the department of chemistry at the University of Houston

For Shee, the award will support his work to advance a “first principles platform to simulate the quantum dynamics of chemical systems of relevance to sustainable energy consumption and generation,” according to a news release from Rice.

“Support from the Department of Energy will enable my group to pursue the ambitious quantum chemistry development required to simulate the dynamics of transition metal-based molecular computing paradigms and multi-excitonic processes in a purely ab initio manner,” Shee said in the release.

Geng is developing next-generation AI for real-time digital twins for scientific systems. Geng and his team will make microchips that function as trainable electronic dynamical systems computing through natural, continuous evolution rather than digital instructions, according to the university.

Chiang’s work at UH addresses the DOE’s Quantum Information Science priority. Chiang leads a team that develops and applies “plasmonic-enhanced near-field optical techniques” to investigate fundamental light-matter interactions at the quantum limit before applying them to emerging technologies. In addition, the team will use AI to help with data acquisition and will utilize STEM workforce development.

Dr. Joshua Burby, an assistant professor in the Department of Physics at the University of Texas at Austin, and Junyeong Ahn, who is part of the University’s Texas Quantum Institute, also received early career awards for their work in superconducting and fusion technologies. See the full list of recipients from around the country here.

“The energy and creativity of early-career scientists is crucial for propelling scientific discovery forward. The Department of Energy is committed to nurturing this talent through programs like the Early Career Research Program,” Darío Gil, DOE under secretary for science, added in a release. “These awards provide essential resources and opportunities for collaboration, enabling these researchers to explore novel concepts and accelerate the development of solutions for our nation’s energy and scientific landscape.”

The DOE has also doled out funding to Houston researchers and companies in recent months through its Genesis Mission and geothermal initiatives.

Researchers from Rice, UH and Halliburton were named in July among the nearly 300 projects selected under the Trump administration's Genesis Mission, which aims to address some of the largest science and technology challenges in the country

In September, three Houston companies also received more than $45 million in funding from the DOE's Next-Generation Geothermal Field Tests and Geothermal Resource Characterization and Confirmation initiative to advance geothermal technologies and field tests. The projects were among 21 selected from around the country to receive a total of $99 million. Read more here.

Elon Musk's Tesla to cease cybertruck production in 2027

Tesla Talk

Tesla’s Cybertruck, the hulking, stainless-steel pickup that inspired devotion and derision with its science-fiction looks, will cease production next year.

CEO Elon Musk announced the model’s demise Friday, November 6, with a curt post on X, his social media site, simply noting production of the vehicle “will be winding down” around the middle of 2027 at its facility outside Austin, Texas. Musk said the move was to allow increased production of its Cybercab robotaxi.

For the Cybertruck, a pet project of Musk who insisted it was Tesla’s best product, it marks an unceremonious end to one of the auto industry’s most ballyhooed debuts.

“Few vehicles in history have generated as much attention,” said Armen Hareyan, whose Torque News site covers autos. “The Cybertruck became a cultural symbol – loved, mocked and impossible to ignore.”

The Cybertruck rolled onto the scene in a dramatic unveiling in 2019, when a Tesla designer hurled a metal ball at the vehicle to demonstrate its supposedly unbreakable glass, only to see it shatter. He repeated the stunt on another window of the truck only to shatter that one, too.

Even as some critics scoffed, Musk was steadfast.

“I just wanted to make a futuristic battle tank — something that looks like it could come out of ‘Blade Runner’ or ‘Aliens’ or something like that but was also highly functional,” he told Automotive News. He called it “a better sports car than a Porsche 911” and “a better truck than an F-150.”

It struck some as the perfect vehicular reflection of the brash, convention-busting Musk.

“A really controversial vehicle unveiled by a controversial individual into a market where none of the electric trucks have been able to really capture demand,” said Spencer Penn, a former Tesla executive who left the company before the Cybertruck’s launch and now heads software developer LightSource.

Penn remembered watching the unveiling and feeling initially revolted by the sight of the Cybertruck, calling its appearance “madness.” But the more he looked at it, the more his opinion changed. He signed up for a pre-sale reservation, though ended up not getting a Cybertruck when Musk’s promises of a price tag under $40,000 went unmet and the first trucks sold for double or more. Penn called the Cybertruck part of Tesla’s adventurous spirit that drives innovation.

“Some of these bets work and some of these bets don’t,” he said.

While the decision to end Cybertruck production may be driven by sales realities, it's also a reflection of Tesla’s shift to autonomous vehicles, on which Musk is betting the company’s future.

Musk once forecast he’d make 250,000 Cybertrucks a year. Kelley Blue Book estimated Tesla sold just 20,237 of the vehicles last year, down about half from the year prior. Sales through the end of September this year were down another 28%, according to Kelley Blue Book.

If the imposing, sharp-angled, dystopian appearance of the Cybertruck weren’t enough to turn many potential buyers away, Musk did so himself by allying with a panoply of right-wing figures, most notably U.S. President Donald Trump. He alienated some customers as his image morphed from eccentric innovator to polarizing force trading his billions for political influence.

Once-passionate Tesla drivers rushed to sell off their cars, or slapped stickers on the bumper declaring, “I bought this before Elon went crazy.” Organizers staged demonstrations outside Tesla showrooms and urged investors to dump shares of the company’s stock. Anger spilled into violence, with Molotov cocktails hurled at Tesla vehicles, charging stations set ablaze, and dealerships covered in graffiti.

Lovers of the Cybertruck became targets, too, subjected to shouts of “Nazi!” and extended middle fingers.

Ross Blankenship is one of them. When he first laid eyes on the Cybertruck, he felt transported to a world from his childhood, when he would play “Halo,” the sci-fi video game. He had to have it.

“I had that sort of child in me wanting to be part of something cool that would change the future of automotive,” Blankenship said in a call from his Cybertruck as he drove through Sunnyside, Colorado. Even as Blankenship found he agreed with Musk on politics, he hated seeing a vehicle he loved turned into a political symbol. “I never bought it for any other reason than the fascination with the future technology of trucks … so that was a little heartbreaking.”

He would buy another Cybertruck again in a heartbeat, calling its end “a sad moment.”

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