Elon Musk gets green light from shareholders to get back $44.9B Tesla pay package

bullish on EVs

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.

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Engie signs deal to supply wind power for Texas data center

wind deal

Houston-based Engie North America, which specializes in generating low-carbon power, has sealed a preliminary deal to supply wind power to a Cipher Mining data center in Texas.

Under the tentative agreement, Cipher could buy as much as 300 megawatts of clean energy from one of Engie’s wind projects. The financial terms of the deal weren’t disclosed.

Cipher Mining develops and operates large data centers for cryptocurrency mining and high-performance computing.

In November, New York City-based Cipher said it bought a 250-acre site in West Texas for a data center with up to 100 megawatts of capacity. Cipher paid $4.1 million for the property.

“By pairing the data center with renewable energy, this strategic collaboration supports the use of surplus energy during periods of excess generation, while enhancing grid stability and reliability,” Engie said in a news release about the Cipher agreement.

The Engie-Cipher deal comes amid the need for more power in Texas due to several factors. The U.S. Energy Information Administration reported in October that data centers and cryptocurrency mining are driving up demand for power in the Lone Star State. Population growth is also putting pressure on the state’s energy supply.

Last year, Engie added 4.2 gigawatts of renewable energy capacity worldwide, bringing the total capacity to 46 gigawatts as of December 31. Also last year, Engie signed a new contract with Meta (Facebook's owner) and expanded its partnership with Google in the U.S. and Belgium.

Houston researchers make headway on developing low-cost sodium-ion batteries

energy storage

A new study by researchers from Rice University’s Department of Materials Science and NanoEngineering, Baylor University and the Indian Institute of Science Education and Research Thiruvananthapuram has introduced a solution that could help develop more affordable and sustainable sodium-ion batteries.

The findings were recently published in the journal Advanced Functional Materials.

The team worked with tiny cone- and disc-shaped carbon materials from oil and gas industry byproducts with a pure graphitic structure. The forms allow for more efficient energy storage with larger sodium and potassium ions, which is a challenge for anodes in battery research. Sodium and potassium are more widely available and cheaper than lithium.

“For years, we’ve known that sodium and potassium are attractive alternatives to lithium,” Pulickel Ajayan, the Benjamin M. and Mary Greenwood Anderson Professor of Engineering at Rice, said in a news release. “But the challenge has always been finding carbon-based anode materials that can store these larger ions efficiently.”

Lithium-ion batteries traditionally rely on graphite as an anode material. However, traditional graphite structures cannot efficiently store sodium or potassium energy, since the atoms are too big and interactions become too complex to slide in and out of graphite’s layers. The cone and disc structures “offer curvature and spacing that welcome sodium and potassium ions without the need for chemical doping (the process of intentionally adding small amounts of specific atoms or molecules to change its properties) or other artificial modifications,” according to the study.

“This is one of the first clear demonstrations of sodium-ion intercalation in pure graphitic materials with such stability,” Atin Pramanik, first author of the study and a postdoctoral associate in Ajayan’s lab, said in the release. “It challenges the belief that pure graphite can’t work with sodium.”

In lab tests, the carbon cones and discs stored about 230 milliamp-hours of charge per gram (mAh/g) by using sodium ions. They still held 151 mAh/g even after 2,000 fast charging cycles. They also worked with potassium-ion batteries.

“We believe this discovery opens up a new design space for battery anodes,” Ajayan added in the release. “Instead of changing the chemistry, we’re changing the shape, and that’s proving to be just as interesting.”

ExxonMobil lands major partnership for clean hydrogen facility in Baytown

power deal

Exxon Mobil and Japanese import/export company Marubeni Corp. have signed a long-term offtake agreement for 250,000 tonnes of low-carbon ammonia per year from ExxonMobil’s forthcoming facility in Baytown, Texas.

“This is another positive step forward for our landmark project,” Barry Engle, president of ExxonMobil Low Carbon Solutions, said in a news release. “By using American-produced natural gas we can boost global energy supply, support Japan’s decarbonization goals and create jobs at home. Our strong relationship with Marubeni sets the stage for delivering low-carbon ammonia from the U.S. to Japan for years to come."

The companies plan to produce low-carbon hydrogen with approximately 98% of CO2 removed and low-carbon ammonia. Marubeni will supply the ammonia mainly to Kobe Power Plant, a subsidiary of Kobe Steel, and has also agreed to acquire an equity stake in ExxonMobil’s low-carbon hydrogen and ammonia facility, which is expected to be one of the largest of its kind.

The Baytown facility aims to produce up to 1 billion cubic feet daily of “virtually carbon-free” hydrogen. It can also produce more than 1 million tons of low-carbon ammonia per year. A final investment decision is expected in 2025 that will be contingent on government policy and necessary regulatory permits, according to the release.

The Kobe Power Plant aims to co-fire low-carbon ammonia with existing fuel, and reduce CO2 emissions by Japan’s fiscal year of 2030. Marubeni also aims to assist the decarbonization of Japan’s power sector and steel manufacturing industry, chemical industry, transportation industry and various others sectors.

“Marubeni will take this first step together with ExxonMobil in the aim of establishing a global low-carbon ammonia supply chain for Japan through the supply of low-carbon ammonia to the Kobe Power Plant,” Yoshiaki Yokota, senior managing executive officer at Marubeni Corp., added in the news release. “Additionally, we aim to collaborate beyond this supply chain and strive towards the launch of a global market for low-carbon ammonia. We hope to continue to actively cooperate with ExxonMobil, with a view of utilizing this experience and relationship we have built to strategically decarbonize our power projects in Japan and Southeast Asia in the near future.”

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