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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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Japanese company launches solar module manufacturing at Houston-area plant

solar plant

A local subsidiary of a Japanese solar equipment manufacturer recently began producing solar modules at a new plant in Humble.

TOYO Co. Ltd.’s TOYO Solar LLC subsidiary can produce 1 gigawatt worth of solar modules per year at a 567,140-square-foot plant it leases in Lovett Industrial’s Nexus North Logistics Park on Greens Road. TOYO Solar’s next phase will accommodate 2.5 gigawatts’ worth of solar module manufacturing. The subsidiary eventually plans to expand manufacturing capacity to 6.5 gigawatts.

For now, TOYO Solar operates only one assembly line at the Humble plant. Once TOYO Solar has five assembly lines up and running, it could employ as many as 750 manufacturing workers there, according to Connect CRE.

TOYO says the plant enlarges its U.S. footprint “to be closer to the majority of its clients, meet the demand for American-made solar panels, and contribute to the growing demand for secure, sustainable energy solutions as demands on the grid continue to rise.”

Last month, TOYO purchased the remaining 24.99 percent stake in TOYO Solar to make it a wholly owned subsidiary. TOYO entered the Houston-area market through its 2024 acquisition of a majority stake in Solar Plus Technology Texas LLC.

Record $9.6M fine for Houston-based co. after Gulf of Mexico oil spill

In the news

Pipeline safety regulators on Monday, January 5, assessed their largest fine ever against the company responsible for leaking 1.1 million gallons of oil into the Gulf off the coast of Louisiana in 2023. But the $9.6 million fine isn’t likely to be a major burden for Third Coast to pay.

This single fine is close to the normal total of $8 million to $10 million in all fines that the Pipeline and Hazardous Materials Safety Administration hands out each year. But Third Coast has a stake in some 1,900 miles of pipelines, and in September, the Houston-based company announced that it had secured a nearly $1 billion loan.

Pipeline Safety Trust Executive Director Bill Caram said this spill “resulted from a company-wide systemic failure, indicating the operator’s fundamental inability to implement pipeline safety regulations,” so the record fine is appropriate and welcome.

“However, even record fines often fail to be financially meaningful to pipeline operators. The proposed fine represents less than 3% of Third Coast Midstream’s estimated annual earnings,” Caram said. “True deterrence requires penalties that make noncompliance more expensive than compliance.”

The agency said Third Coast didn't establish proper emergency procedures, which is part of why the National Transportation Safety Board found that operators failed to shut down the pipeline for nearly 13 hours after their gauges first hinted at a problem. PHMSA also said the company didn't adequately assess the risks or properly maintain the 18-inch Main Pass Oil Gathering pipeline.

The agency said the company “failed to perform new integrity analyses or evaluations following changes in circumstances that identified new and elevated risk factors” for the pipeline.

That echoed what the NTSB said in its final report in June, that “Third Coast missed several opportunities to evaluate how geohazards may threaten the integrity of their pipeline. Information widely available within the industry suggested that land movement related to hurricane activity was a threat to pipelines.”

The NTSB said the leak off the coast of Louisiana was the result of underwater landslides, caused by hazards such as hurricanes, that Third Coast, the pipeline owner, failed to address despite the threats being well known in the industry.

A Third Coast spokesperson said the company has been working to address regulators' concerns about the leak, so it was taken aback by some of the details the agency included in its allegations and the size of the fine.

“After constructive engagement with PHMSA over the last two years, we were surprised to see aspects of the recent allegations that we believe are inaccurate and exceed established precedent. We will address these concerns with the agency moving forward," the company spokesperson said.

The amount of oil spilled in this incident was far less than the 2010 BP oil disaster, when 134 million gallons were released in the weeks following an oil rig explosion, but it could have been much smaller if workers in the Third Coast control room had acted more quickly, the NTSB said.

40+ climatetech startups join Greentown, including a dozen from Houston

green team

More than 40 climatetech startups joined the Greentown Labs Houston community in the second half of 2025. Twelve hail from the Bayou City.

The companies are among a group of nearly 70 that joined the climatetech incubator, which is co-located in Houston and Boston, in Q3 and Q4.

The new companies that have joined the Houston incubator specialize in a variety of clean energy applications, from green hydrogen-producing water-splitting cycles to drones that service wind turbines.

The local startups that joined Greentown Houston include:

  • Houston-based Wise Energie, which delivers turnkey microgrids that blend vertical-axis wind, solar PV, and battery storage into a single, silent system.
  • The Woodlands-based Resollant, which is developing compact, zero-emissions hydrogen and carbon reactors to provide low-cost, scalable clean hydrogen and high-purity carbon for the energy and manufacturing sectors.
  • Houston-based ClarityCastle, which designs and manufactures modular, soundproof work pods that replace traditional drywall construction with reusable, low-waste alternatives made from recycled materials.
  • Houston-based WattSto Energy, which manufactures vanadium redox flow batteries to deliver long-duration storage for both grid-scale projects and off-grid microgrids.
  • Houston-based AMPeers, which delivers advanced, high-temperature superconductors in the U.S. at a fraction of traditional costs.
  • Houston-based Biosimo, which is developing bio-based platform chemicals, pioneering sustainable chemistry for a healthier planet and economy.
  • Houston-based Ententia, which offers purpose-built, generative AI for industry.
  • Houston-based GeoKiln Energy Innovation, which is developing a new way to produce clean hydrogen by accelerating natural geologic reactions in iron-rich rock formations using precision electrical heating.
  • Houston-based Timbergrove, which builds AI and IoT solutions that connect and optimize assets—boosting visibility, safety, and efficiency.
  • Houston-based dataVediK, which combines energy-domain expertise with advanced machine learning and intelligent automation to empower organizations to achieve operational excellence and accelerate their sustainability goals.
  • Houston-based Resonant Thermal Systems, which uses a resonant energy-transfer (RET) system to extract critical minerals from industrial and natural brines without using membranes or grid electricity.
  • Houston-based Torres Orbital Mining (TOM),which develops autonomous excavation systems for extreme environments on Earth and the moon, enabling safe, data-driven resource recovery and laying the groundwork for sustainable off-world industry.

Other startups from around the world joined the Houston incubator in the same time period, including:

More than 100 startups joined Greentown this year, according to an end-of-year reflection shared by Greentown CEO Georgina Campbell Flatter.

Flatter joined Greentown in the top leadership role in February 2025. She succeeded former CEO and president Kevin Knobloch, who stepped down in July 2024.

"I moved back to the United States in March 2025 after six years overseas—2,000 miles, three children, and one very patient husband later. Over these months, I’ve had the chance to hear from the entrepreneurs, industry leaders, investors, and partners who make this community thrive. What I’ve experienced has left me brimming with urgent optimism for the future we’re building together," she said in the release.

According to Flatter, Greentown alumni raised more than $2 billion this year and created more than 3,000 jobs.

"Greentown startups and ecosystem leaders—from Boston, Houston, and beyond—are showing that we can move further and faster together. That we don’t have to choose between more energy or lower emissions, or between increasing sustainability and boosting profit. I call this the power of 'and,'" Flatter added. "We’re working for energy and climate, innovation and scale, legacy industry and startups, prosperity for people and planet. The 'and' is where possibility expands."

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