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

Greentown names 5 climatech startups to manufacturing accelerator

Catalyst Cohort

Greentown Labs has named five climatech startups to its Go Make 2026 cohort, including one from Houston.

Greentown Go Make 2026 is in partnership with Shell Catalysts & Technologies and Technip Energies. Startups will be able to collaborate with leadership from Shell and Technip and have opportunities to work directly with their process engineering teams and develop potential partnerships, pilots and demonstrations, according to Greentown.

This year's manufacturing cohort focuses specifically on process technology and catalytic innovations, which, according to Greentown, have the potential to be a "critical enabler of the global energy transition." Greentown shares that 90 percent of chemical processes depend on catalysis, but traditional methods rely on fossil fuels and consume significant amounts of energy.

“Catalysis underpins the majority of industrial chemical processes, which together account for a significant share of global emissions, making it a critical lever for reducing carbon intensity while improving performance,” Georgina Campbell Flatter, CEO of Greentown, said in a news release. “Greentown Go Make 2026 is designed to close the gap between breakthrough innovation and industrial deployment. By connecting startups with Shell and Technip Energies’ technical expertise and global scale, we’re helping accelerate solutions that improve efficiency and drive industrial decarbonization.”

The five Greentown Go Make 2026 companies include:

  • Houston-based Biosimo, which makes scalable biochemicals from ethanol
  • Missouri-based Catalyxx, which transforms bioethanol into drop-in, cost-competitive, carbon-negative chemicals
  • Sydney, Australia-based HydGene Renewables, which produces low-carbon hydrogen and industrial chemicals from waste biomass
  • Switzerland-based TreaTech, which turns waste into renewable gas, water and minerals through catalytic hydrothermal gasification
  • California-based Unifuel, which has developed a chemical technology platform to make sustainable aviation fuel, renewable gasoline and other renewable chemicals

The cohort will be celebrated at a kickoff event in Houston at The Ion on June 9.

In addition to Greentown Go Make, Greentown also runs its Go Move (transportation), Go Energize (energy and electricity), Go Build (buildings), and Go Grow (food and agriculture) cohort-based programs. The climatech incubator announced its Go Build 2026 cohort in March. Read more here.

Houston developer launches AI-powered water platform to boost efficiency

eyes on AI

Houston real estate company McCord Development has launched an artificial-Intelligence-run water management platform, MizuWatch.

MizuWatch aims to help operators, districts, and municipalities detect leaks faster, reduce water loss and improve efficiency, according to the company. MizuWatch pulls data from supply sources, smart meters, historical usage and maintenance records, and combines them into a single platform. The AI system also uses visual mapping and digital twin technology to deliver near-real-time system insights.

“MizuWatch brings the right data together daily, so teams can see what’s happening now, intervene earlier and focus their resources where they have the greatest impact,” Jerzy Wielgus, chief product officer for MizuWatch, said in a news release.

MizuWatch was built to “scale across geographies and system sizes to help assist with water scarcity, aging infrastructure, and operational complexity,” according to the company. It was developed at Houston’s Generation Park, McCord’s 4,300-acre master planned commercial district. McCord was able to pilot the platform onsite to help manage its complex, real-world water systems at scale.

“Resilient infrastructure is a key factor for the companies choosing Generation Park,” Ryan McCord, CEO of McCord Development and Founder & CEO of MizuWatch, added in the release. “We made the decision to deploy smart meters, but no one knew how to use the data they generate. This is an opportunity across all infrastructure where sensors are deployed. What started as an internal solution has become a platform we believe can help stakeholders everywhere be more efficient in their operations, investment, and compliance.”

Last fall, Eli Lilly and Co. selected Generation Park for its $6.5 billion manufacturing plant. More than 300 locations in the U.S. competed for the factory. Bristol Myers Squibb Co., another pharmaceutical giant, also announced it is considering Generation Park for a new manufacturing hub earlier this month.

Oil giant BP ousts new chairman over serious conduct concerns

Sudden Exit

BP has ousted its chairman over what it called serious concerns related to “important governance standards, oversight and conduct.”

The departure was abrupt and unexpected, with Albert Manifold having been appointed to the position late last year.

“Albert has helped bring a welcome focus and pace to BP’s transformation," Amanda Blanc, senior independent director, said in a statement Tuesday, May 26. "However, the board has been surprised and disappointed to learn of governance oversight and conduct issues it deems unacceptable and has taken decisive action.”

BP's board named Ian Tyler as interim chair, effective immediately.

BP, based in London and with North American headquarters in Houston, is a “supermajor,” one of the five largest oil production and exploration companies in the world when measured by revenue and profit.

Manifold, who had been the top executive at Dublin-based global building materials company CRH for 10 years, became the chair at BP in October. BP was looking for someone to revamp the oil giant and went with an industry outsider in Manifold, who had made major strategic changes at CRH.

After a new focus on renewable energy at BP in 2020, by 2025 the company was seeking a return to its roots. BP's hard reset was criticized by environmentalists, as well as some shareholders.

CEO Murray Auchincloss said last year that optimism over opportunities in renewable energy was misplaced, with the company moving “too far and too fast.”

Changes in leadership at BP in recent years has been tumultuous.

CEO Bernard Looney resigned in late 2023 after BP determined that he had misled the company over his past relationships with colleagues.

Auchincloss stepped down in December, and the company named Meg O'Neill as his successor.

Manifold’s was challenged almost immediately when shareholders defeated company resolutions this spring that would have allowed BP to reduce climate reporting requirements and move its annual meetings fully online. Some 18% of shareholders voted against Manifold’s election as chairman, a high level of opposition for an appointment that is generally rubber stamped by investors.

Legal & General, one of Britain’s largest insurers and investment companies, said at the time that Manifold was responsible for resolutions that would have had “a negative impact on shareholders’ insight into how the company is addressing financially material long-term risks, and seizing long-term value creation opportunities, associated with the energy transition,” the Times of London reported on April 23.

Glass Lewis, an influential shareholder advisor, urged investors to vote against Manifold’s election. It held that BP took “unprecedented action” by refusing to consider a resolution from a group of climate activists and pension funds hoping to force the board to create an alternative strategy should demand for fossil fuels decline, the Times reported.

Like other big oil companies, BP has struggled with falling demand in recent years.

BP’s 2025 earnings fell 16% from a year earlier to $7.49 billion as the price of Brent crude, a benchmark for international oil prices, dropped 16.9%. The company’s preferred measure of earnings is underlying replacement cost profit, which adjusts for one-time items and fluctuations in the market value of inventories. Net income plunged 86% to $55 million.

Last year there were media reports that British oil giant Shell was in talks to buy rival BP. Shell denied the reports at the time.

The search for a new chair is underway, BP said Tuesday. Shares of BP Plc slid nearly 5% in midday trading on the NYSE.