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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9 must-attend Houston energy events for March 2025

WHERE TO BE

Editor's note: March is a busy month for energy industry professionals in Houston, with a full calendar of meetups, summits, and, of course, CERAWeek. Below, we've rounded up the energy transition events you won't want to miss this month. Mark your calendars and register accordingly.

March 3-4 — Industrial Immersive

The Industrial Immersive community connects industrial, energy, engineering tech professionals making investment, strategy and tactical decisions, or building, scaling, and executing pioneering XR/ 3D/ simulations, digital twin, reality capture, edge/ spatial computing, AI/ ML, connected workforce & IIoT projects within their enterprise. This forum will bring together industry professionals to share first-hand experience, insight and advice for implementing and scaling immersive tech programs in enterprise operations.

This event begins Monday, March 3, at Westin Memorial City. Click here to register.

March 3-5 — Global Energy Meet 2025

The aim of this conference is to bring together all the key stakeholders interested in Fossil and Renewable Energy Sources to share and discuss advances and developments in these fields. It is a three-day event which features energy experts, academicians, business executives and engineers to showcase recent trends, strategies and challenges of energy systems. It creates a platform to focus on advancing new energy paradigms for energy systems and global energy issues.

This event begins Monday, March 3, at the Doubletree by Hilton. Click here to register.

March 4 — Low Carbon Investment Summit

The Low Carbon Investment Summit 2025, hosted by Flathead Forge, Energy Tech Nexus, and MetroNational, connects investors with breakthrough decarbonization technologies.The event will showcase innovative companies in decarbonization including water treatment, critical minerals, and energy transition sectors while connecting innovative companies with corporate VCs, family offices, and HNW investors. Space is limited.

This event begins Tuesday, March 4, at 11 am at MetroNational's Innovation District. Click here to register.

March 4-6 — THRIVE Energy Conference

The Thrive Energy Conference by Daniel Energy Partners is for key energy professionals collaborating on research-driven insights and trends key to developing a pathway to a “thriving” energy future. This unique event combines leadership from public and private global energy companies as well as investors under a professional yet fun atmosphere.

This event begins Tuesday, March 4, at Minute Maid Park. Click here to register.

March 10-14 — CERAWeek 2025

The foremost annual gathering in the energy sector returns to Houston March 10-14, 2025. Themed "Moving Ahead: Energy strategies for a complex world," CERAWeek 2025 will focus on the challenges ahead for energy security, supply, and climate ambitions. More than 10,000 participants from over 2,050 companies across 80 countries will convene in Houston for this ambitious event. CERAWeek comprises three platforms: the Executive Conference, the Innovation Agora, and Partner Programs. We'll dive into comprehensive CERAWeek recommendations in future articles.

This event begins Monday, March 10. Click here to register.

March 13: Energy Tech Market

Energy Tech Market features founders and industry experts sharing cutting-edge innovations, trends, and insights in energy technology. Organized by Energy Tech Nexus in collaboration with the Scale Up Hub Houston program and TechNL, this event brings together thought leaders and innovators to explore the latest developments across various sectors of the energy industry.

This event begins Thursday, March 13, at 10 am at GreenStreet. Click here to register.

March 18-20 — The Connected Worker: Energy Summit

The Connected Worker: Energy Summit provides the opportunity for you to get hands-on with the essential solutions you need to empower your frontline workforce, hear real-word case studies from energy and utility leaders, and network with your industry peers. Learn how to: create a safer work environment, boost compliance and improve efficiencies through automation, make your data mobile and reduce rework, downtime and time to decision; improve workforce mobility and maximize the use of data to continuously enhance process and asset performance; and much more.

This event begins Tuesday, March 18, at 8:45 am at The Westin Galleria. Click here to register.

March 26 — Bots And Brews Spring 2025

Bots & Brews is the H-town robotics, drones, geospatial, data & AI meetup, hosted by the Energy Drone & Robotics Coalition and the co-hosts: Industrial Digital Twin Forum, Industrial Reality Capture Forum & Industrial AI Nexus: Automate. Everyone in the energy and industrial robotics/drone/data & AI community are invited to come together to catch up and talk about real-world solutions and deployments.

This event is Wednesday, March 26, from 5 to 7:45 pm at The Cannon West. Click here to register.

March 31-April 2 — World Hydrogen North America 2025

The U.S. Department of Energy announced the Hydrogen Energy Earthshot initiative to reduce the cost of clean hydrogen by 80% within a decade. Canada has also released its Hydrogen Strategy, which aims to make the country a global leader in hydrogen production, use, and exports. Seize the opportunity to connect with industry leaders from across the hydrogen value chain, fostering long-term business partnerships and exploring potential collaborations. Engage with prominent off-takers, both nationally and internationally, and gain first-hand insights into the latest projects shaping the future of hydrogen in the USA and Canada.

This event begins Monday, March 31, at the Marriott Marquis. Click here to register.

50+ teams announced for CERAWeek's annual clean tech pitch competition

CERA pitches

The Rice Alliance for Technology and Entrepreneurship, the Houston Energy Transition Initiative and the Texas Entrepreneurship Exchange for Energy announced the 30-plus energy ventures and five student teams that will pitch at the 2025 Energy Venture Day and Pitch Competition during CERAWeek next month.

The ventures are focused on driving efficiency and advancements toward the energy transition and will each present a 3.5-minute pitch before a network of investors and industry partners during CERAWeek's Agora program.

The pitch competition is divided up into the TEX-E university track, in which Texas student-led energy startups compete for $50,000 in cash prizes, and the industry ventures track.

Teams competing in the TEX-E Prize track include:

  • ECHO
  • HEXAspec
  • HydroStor Analytics
  • Nanoborne
  • Pattern Materials

The industry track is subdivided into three additional tracks, spanning materials to clean energy and will feature 36 companies. The top three companies from each industry track will be named. The winner of the CERAWeek competition will also have the chance to advance and compete for the $1 million investment prize at the Startup World Cup in October 2025.

Teams come from around the world, including several notable Houston-based ventures, such as Corrolytics, Rheom Materials, AtmoSpark Technologies, and others. Click here to see the full list of companies and investor groups that will participate.

The pitch competition will be held Wednesday, March 12, at CERAWeek from 1-4:30 pm. An Agora pass is required to attend.

Those without passes can catch more than 50 companies at a free pitch preview at the Ion. Pitches will be followed by private meetings with venture capitalists, corporate innovation groups, industry leaders, and tech scouts. The preview will be held Tuesday, March 11, from 9:30 am to 2:30 pm at the Ion. It's free to attend, but registration is required. Click here to register.

Last year, Houston-based Solidec took home the top TEX-E price and $25,000 cash awards. The startup extracts molecules from water and air, then transforms them into pure chemicals and fuels that are free of carbon emissions. Its co-founder and Rice University professor Haotian Wang was recently awarded the 2025 Norman Hackerman Award in Chemical Research.