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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ExxonMobil invests over $200M in Texas advanced recycling sites

doubling down

ExxonMobil announced that it plans to invest more than $200 million to expand its advanced recycling operations at its Baytown and Beaumont sites that are expected to start in 2026. The new operations can help increase advanced recycling rates and divert plastic from landfills, according to ExxonMobil.

“We are solutions providers, and this multi-million-dollar investment will enhance our ability to convert hard-to-recycle plastics into raw materials that produce valuable new products,” says Karen McKee, president of ExxonMobil Product Solutions, in a news release.

The investment plans to add 350 million pounds per year of advanced recycling capacity at Baytown and Beaumont, which will bring ExxonMobil’s total capacity to 500 million pounds annually. The first Baytown facility started in 2022 and represents one of the largest advanced recycling facilities in North America by having processed more than 70 million pounds of plastic waste.

“At our Baytown site, we’ve proven advanced recycling works at scale, which gives us confidence in our ambition to provide the capacity to process more than 1 billion pounds of plastic per year around the world,” McKee said in a news release. “We’re proud of this proprietary technology and the role it can play in helping establish a circular economy for plastics and reducing plastic waste.”

Advanced recycling works by transforming plastic waste into raw materials that can be used to make products from fuels to lubricants to high-performance chemicals and plastics. Advanced recycling allows for a broader range of plastic waste that won't be mechanically recycled and may otherwise be buried or burned.

ExxonMobil will continue development of additional advanced recycling projects at manufacturing sites in North America, Europe and Asia with the goal of reaching 1 billion pounds per year of recycling capacity by 2027.

Houston-based Fervo Energy collects $255M in additional funding

cha-ching

A Houston company that's responding to rising energy demand by harnessing geothermal energy through its technology has again secured millions in funding. The deal brings Fervo's total funding secured this year to around $600 million.

Fervo Energy announced that it has raised $255 million in new funding and capital availability. The $135 million corporate equity round was led by Capricorn’s Technology Impact Fund II with participating investors including Breakthrough Energy Ventures, CalSTRS, Congruent Ventures, CPP Investments, DCVC, Devon Energy, Galvanize Climate Solutions, Liberty Mutual Investments, Mercuria, and Sabanci Climate Ventures.

The funding will go toward supporting Fervo's ongoing and future geothermal projects.

“The demand for 24/7 carbon-free energy is at an all-time high, and Fervo is one of the only companies building large projects that will come online before the end of the decade,” Fervo CEO and Co-Founder Tim Latimer says in a news release. “Investors recognize that Fervo’s ability to get to scale quickly is vital in an evolving market that is seeing unprecedented energy demand from AI and other sources.”

Additionally, Fervo secured a $120 million letter of credit and term loan facility from Mercuria, an independent energy and commodity group that previously invested in the company.

“In surveying power markets across the U.S. today, the need for next-generation geothermal is undeniable,” Brian Falik, group chief investment officer of Mercuria, adds. “We believe in Fervo not just because their EGS approach is cost-effective, commercially viable, and already being deployed at scale, but because they set ambitious targets and consistently deliver.”

In February, Fervo secured $244 million in a financing round led by Devon Energy, and in September, the company received a $100 million bridge loan for the first phase of its ongoing project in Utah. This project, known as Project Cape, represents a 100x growth opportunity for Fervo, as Latimer explained to InnovationMap earlier this year. As of now, Project Cape is fully permitted up to 2 GW and will begin generating electricity in 2026, per the company.

Other wins for Fervo this year include moving into its new headquarters in downtown Houston, securing a power purchase agreement with California, growing its partnership with Google, and being named amongst the year's top inventions by Time magazine.


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This article originally ran on InnovationMap.