The pay package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection. Photo via Getty Images

Tesla shareholders voted Thursday to restore CEO Elon Musk's record $44.9 billion pay package that was thrown out by a Delaware judge earlier this year, sending a strong vote of confidence in his leadership of the world's largest electric vehicle maker.

The favorable vote doesn’t necessarily mean that Musk will get the all-stock compensation anytime soon. The package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection.

Musk has raised doubts about his future with Tesla this year, writing on X, the social media platform he owns, that he wanted a 25% stake in the company in order to stop him from taking artificial intelligence development elsewhere. The higher stake is needed to control the use of AI, he has said.

Tesla also has struggled with falling sales and profit margins as demand for electric vehicles slows worldwide.

But at the company's annual meeting Thursday in Austin, Texas, Musk reassured shareholders that he will stick around, telling them he can't sell any stock in the compensation package for five years.

“It's not actually cash, and I can't cut and run, nor would I want to,” he said.

The company said late Thursday that shareholders had voted for Musk's compensation plan, which initially was approved by the board and stockholders six years ago.

Tesla last valued the package at $44.9 billion in an April regulatory filing. It was once as much as $56 billion but has declined in value in tandem with Tesla's stock, which has dropped about 25% so far this year.

Chancellor Kathaleen St. Jude McCormick ruled in January in a shareholder’s lawsuit that Musk essentially controlled the Tesla board when it ratified the package in 2018, and that it failed to fully inform shareholders who approved it the same year.

Tesla has said it would appeal, but asked shareholders to reapprove the package at Thursday’s annual meeting.

A separate vote approved moving the company’s legal home to Texas to avoid the courts in Delaware, where Tesla is registered as a corporation.

“Its incredible," a jubilant Musk told the crowd gathered at Tesla's headquarters and large factory in Austin, Texas. “I think we’re not just opening a new chapter for Tesla, we’re starting a new book.”

Musk and Tesla didn’t win everything. Shareholders approved measures that trimmed board member terms from three years to one and cut the required vote on shareholder proposals to a simple majority.

Legal experts say the issue of Musk’s pay will still be decided in Delaware, largely because Musk’s lawyers have assured McCormick they won’t try to move the case to Texas.

But they differ on whether the new ratification of the pay package will make it easier for Tesla to get it approved.

Charles Elson, a retired professor and founder of the corporate governance center at the University of Delaware, said he doesn’t think the vote will influence McCormick, who issued a decision based on the law.

McCormick’s ruling essentially made the 2018 compensation package a gift to Musk, Elson said, and that would need unanimous shareholder approval, an impossible threshold. The vote, he said, is interesting from a public perception standpoint, but “in my view it does not affect the ruling.”

John Lawrence, a Dallas-based lawyer with Baker Botts who defends corporations against shareholder lawsuits, agreed the vote doesn’t end the legal dispute and automatically give Musk the stock options. But he says it gives Tesla a strong argument to get the ruling overturned.

He expects Musk and Tesla to argue that shareholders were fully informed before the latest votes, so McCormick should reverse her decision. But the plaintiff in the lawsuit will argue that the vote has no impact and isn’t legally binding, Lawrence said.

The vote, he said, was done under Delaware law and should be considered by the judge.

“This shareholder vote is a strong signal that you now have an absolutely well-informed body of shareholders,” he said. “The judge in Delaware still could decide that this doesn’t change a thing about her prior ruling and doesn’t require her to make any different ruling going forward. But I think it definitely gives Tesla and Musk strong ammunition to try to get her to revisit this.”

If the ruling stands, then Musk likely will appeal to the Delaware Supreme Court, Lawrence said.

Multiple institutional investors have come out against Musk’s sizeable payout, some citing the company’s recent struggles. But analysts said votes by individual shareholders likely put Musk’s pay over the top.

Early Friday, Tesla disclosed that shareholders voted for Musk's pay package by 1,760,780,650 to 528,908,419, with about 77% of all votes in favor. The company's shares jumped 3% by the time the markets closed Thursday and were up 1.2% in premarket trading early Friday.

After the votes were announced, Musk began telling shareholders about new developments in the company's “Full Self-Driving” system. He has staked the company's future on development of autonomous vehicles, robots and artificial intelligence.

“Full Self-Driving” keeps improving with new versions, and its safety per mile is better than human drivers, Musk said.

"This is actually going to work. This is going to happen. Mark my words, this is just a matter of time,” he said.

Despite its name, “Full Self-Driving” can’t drive itself, and the company says human drivers must be ready to intervene at all times. Tesla’s “Full Self-Driving” hardware went on sale late in 2015, and Musk has used the name ever since as the company gathered data to teach its computers how to drive.

In 2019, Musk promised a fleet of autonomous robotaxis by 2020, and he said in early 2022 that the cars would be autonomous that year. In April of last year, Musk said the system should be ready in 2023.

Since 2021, Tesla has been beta-testing “Full Self-Driving” using volunteer owners. U.S. safety regulators last year made Tesla recall the software after finding that the system misbehaved around intersections and could violate traffic laws.

Musk also said the company is making huge progress on its Optimus humanoid robot. Currently it has two working at its factory in Fremont, California, that take battery cells off a production line and put them in shipping containers, he said.

Despite laying off the team working on Tesla’s Supercharger electric vehicle charging network, Musk said he thinks the company will deploy more chargers this year “that are actually working” than the rest of the industry. In the second half of the year, he expects to spend $500 million on Superchargers, Musk said.

Ad Placement 300x100
Ad Placement 300x600

CultureMap Emails are Awesome

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.

Houston geothermal company closes $13M in investments to fuel growth

fresh funding

XGS Energy, a California-headquartered geothermal power company with a major presence in Houston, has closed $13 million in new financing that included new investors Aligned Climate Capital, ClearSky, ClimateIC and WovenEarth Ventures, in addition to inside investors.

The company plans to “aggressively expand” its team in Houston this year, according to a news release.

“We are facing global energy supply challenges of unprecedented scale and urgency,” Kevin Kimsa, Managing Partner at ClimateIC, said in the release. “The XGS team is uniquely primed to meet the moment, bringing together innovative technology and leading engineering talent with the deep experience in infrastructure development and financing critical to deploying large-scale energy systems at speed.”

As part of the financing deal, Mano Nazar, ClearSky Senior Advisor and the former Chief Nuclear Officer of NextEra Energy, will join the XGS Energy Board of Directors.

“XGS’s advanced geothermal technology is uniquely positioned to deliver abundant energy to the grid faster than any other baseload energy technology at a time of unprecedented demand for energy resources,” Nazar said in a news release. “We are excited to partner with XGS to deliver on their mission of sustainable, reliable, and scalable geothermal energy.”

XGS is known for its next-gen closed-loop geothermal well architecture. The company saw massive growth in the Houston market last year and recently completed a 100-meter field demonstration in central Texas. The new funding supports the XGS’s multi-gigawatt project pipeline.

The recent financing also builds on an oversubscribed Series A round led by Constellation Technology Ventures, VoLo Earth Ventures, and Valo Ventures that closed last year.