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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Tesla sales tumble 13% as Musk backlash, competition and aging lineup turn off buyers

Tesla Talk

Tesla sales fell 13% in the first three months of the year, another sign that Elon Musk’s once high-flying electric car company is struggling to attract buyers.

The double-digit drop is likely due to a combination of factors, including its aging lineup, competition from rivals and a backlash from Musk’s embrace of right wing politics. It also is a warning that the company’s first-quarter earnings report later this month could disappoint investors.

Tesla reported deliveries of 336,681 globally in the January to March quarter. The figure was down from sales of 387,000 in the same period a year ago. The decline came despite deep discounts, zero financing and other incentives.

Analysts polled by FactSet expected much higher deliveries of 408,000.

Dan Ives of Wedbush said in a note to clients that Tesla is seeing soft demand in the United States and China, as well as facing pressure in Europe.

“The brand crisis issues are clearly having a negative impact on Tesla...there is no debate,” he said.

Ives said that Wall Street financial analysts knew the first-quarter figures were likely to be bad, but that it was even worse than expected, calling them a “disaster on every metric.”

The sales drop came three weeks after President Donald Trump held an extraordinary press conference outside the White House in which he praised Tesla, blasted boycotts against the company and bought a Tesla himself while TV cameras rolled in an effort to help lift sales.

“I don’t like what’s happening to you,” said Trump, before slipping into a red Model S and exclaiming, “Wow. That’s beautiful.”

After falling as much as 6% in early Wednesday, Tesla stock shot up more than 5% in afternoon trading after a report from Politico, citing anonymous sources, that Musk may soon step down from leadership of his Department of Government Efficiency, the cost-cutting group that has led to tens of thousands of federal workers losing their jobs.

Tesla investors have complained the DOGE work has diverted Musk's focus from Tesla, where he is the CEO. On Tuesday, New York City's comptroller overseeing pension funds down $300 million this year on Tesla holdings called for a lawsuit accusing a distracted Musk of "driving Tesla off a financial cliff.”

Tesla’s stock has plunged by roughly half since hitting a mid-December record as expectations of a lighter regulatory touch and big profits with Donald Trump as president were replaced by fear that the boycott of Musk's cars and other problems could hit the company hard.

Analysts are still not sure exactly how much the fall in sales is due to the protests or other factors. Electric car sales have been sluggish in general, and Tesla in particular is suffering as car buyers hold off from buying its bestselling Model Y while waiting for an updated version.

Still, even bullish financial analysts who earlier downplayed the backlash to Musk’s polarizing political stances are acknowledging that it is hurting the company, something that Musk also recently acknowledged.

“This is a very expensive job,” Musk said at a Wisconsin rally on Sunday, referring to his DOGE role. “My Tesla stock and the stock of everyone who holds Tesla has gone roughly in half."

The protests come as the Austin, Texas electric vehicle maker faces fierce competition from other EV makers offering vastly improved models, including those of BYD. The Chinese EV giant unveiled in March a technology that allows it cars to charge up in just five to eight minutes.

Tesla is expected to report earnings of 48 cents per share for the first quarter later this month, up 7% from a year earlier, according to a survey of financial analysts who the car company by research firm FactSet.

Nearly all of Tesla’s sales in the quarter came from the smaller and less-expensive Models 3 and Y, with the company selling less than 13,000 more expensive models, which include X and S as well as the Cybertruck.

Houston Energy and Climate Startup Week announces 2025 dates, key events

comeback tour

Six local organizations focused on the energy transition have teamed up to bring back Houston Energy and Climate Startup Week.

The second annual event will take place Sept. 15-19, according to an announcement. The Ion District will host many of the week's events.

Houston Energy and Climate Startup Week was founded in 2024 by Rice Alliance for Technology and Entrepreneurship, Halliburton Labs, Greentown Labs, Houston Energy Transition Initiative (HETI), Digital Wildcatters and Activate.

“Houston Energy and Climate Startup Week was created to answer a fundamental question: Can we achieve more by working together than we can alone?” Jane Stricker, senior vice president at the Greater Houston Partnership and executive director of HETI, said in the release.

So far, events for the 2025 Houston Energy and Climate Startup Week include an introduction to climatetech accelerator Activate's latest cohort, the Rice Alliance Energy Tech Venture Forum, a showcase from Greentown Labs' ACCEL cohort, and Halliburton Labs Pitch Day.

Houston organizations New Climate Ventures and Digital Wildcatters, along with Global Corporate Venturing, are slated to offer programming again in 2025. And new partners, Avatar Innovations and Decarbonization Partners, are slated to introduce events. Find a full schedule here.

Other organizations can begin entering calendar submissions starting in May, according to the release.

Last year, Houston Energy and Climate Startup Week welcomed more than 2,000 attendees, investors and industry leaders to more than 30 events. It featured more than 100 speakers and showcased more than 125 startups.

"In 2024, we set out to build something with lasting impact—rooted in the ingenuity of Houston’s technologists and founders. Thanks to a collaborative effort across industry, academia, and startups, we’ve only just begun to showcase Houston’s strengths and invite others to be part of this movement," Stricker added in the release. "We can’t wait to see the city rise to the occasion again in 2025.”

Dow aims to power Texas manufacturing complex with next-gen nuclear reactors

Clean Energy

Dow, a major producer of chemicals and plastics, wants to use next-generation nuclear reactors for clean power and steam at a Texas manufacturing complex instead of natural gas.

Dow's subsidiary, Long Mott Energy, applied Monday to the U.S. Nuclear Regulatory Commission for a construction permit. It said the project with X-energy, an advanced nuclear reactor and fuel company, would nearly eliminate the emissions associated with power and steam generation at its plant in Seadrift, Texas, avoiding roughly 500,000 metric tons of planet-warming greenhouse gas emissions annually.

If built and operated as planned, it would be the first U.S. commercial advanced nuclear power plant for an industrial site, according to the NRC.

For many, nuclear power is emerging as an answer to meet a soaring demand for electricity nationwide, driven by the expansion of data centers and artificial intelligence, manufacturing and electrification, and to stave off the worst effects of a warming planet. However, there are safety and security concerns, the Union of Concerned Scientists cautions. The question of how to store hazardous nuclear waste in the U.S. is unresolved, too.

Dow wants four of X-energy's advanced small modular reactors, the Xe-100. Combined, those could supply up to 320 megawatts of electricity or 800 megawatts of thermal power. X-energy CEO J. Clay Sell said the project would demonstrate how new nuclear technology can meet the massive growth in electricity demand.

The Seadrift manufacturing complex, at about 4,700 acres, has eight production plants owned by Dow and one owned by Braskem. There, Dow makes plastics for a variety of uses including food and beverage packaging and wire and cable insulation, as well as glycols for antifreeze, polyester fabrics and bottles, and oxide derivatives for health and beauty products.

Edward Stones, the business vice president of energy and climate at Dow, said submitting the permit application is an important next step in expanding access to safe, clean, reliable, cost-competitive nuclear energy in the United States. The project is supported by the Department of Energy’s Advanced Reactor Demonstration Program.

The NRC expects the review to take three years or less. If a permit is issued, construction could begin at the end of this decade, so the reactors would be ready early in the 2030s, as the natural gas-fired equipment is retired.

A total of four applicants have asked the NRC for construction permits for advanced nuclear reactors. The NRC issued a permit to Abilene Christian University for a research reactor and to Kairos Power for one reactor and two reactor test versions of that company's design. It's reviewing an application by Bill Gates and his energy company, TerraPower, to build an advanced reactor in Wyoming.

X-energy is also collaborating with Amazon to bring more than 5 gigawatts of new nuclear power projects online across the United States by 2039, beginning in Washington state. Amazon and other tech giants have committed to using renewable energy to meet the surging demand from data centers and artificial intelligence and address climate change.