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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ExxonMobil, Worley to bring low-carbon hydrogen project to Baytown

big deal

ExxonMobil selected Australia-based engineering and professional services company Worley to provide engineering, procurement and construction services for a proposed hydrogen and ammonia production facility in Baytown, which is expected to have a production capacity of 1 billion cubic feet of blue hydrogen per day. ExxonMobil expects the facility will be the largest of its kind in the world.

“We are delighted to continue our strategic, global relationship with ExxonMobil in its execution of upcoming projects, particularly in delivering this EPC project on the US Gulf Coast, which contributes significantly to strengthening Worley’s backlog,” Chris Ashton, CEO of Worley, states, according to Offshore Energy.

The facility in Baytown is expected to produce 28.3 million cubic meters (1 billion cubic feet) of low-carbon hydrogen daily and nearly 1 million metric tonnes (more than 1 million tons) of ammonia per year, which will also capture more than 98 percent of the associated CO2 emissions.

The facility will leverage advanced carbon capture and storage technologies to reduce emissions associated with hydrogen production. ExxonMobile also said its carbon capture and storage system would be available for use by third-party CO2 emitters in the area.

A final investment decision is expected in 2025 , and an anticipated startup in 2029. “Blue” hydrogen is expected to be a top energy driver in 2025 according to global consultancy Wood Mackenzie who predicts that at least three large-scale blue hydrogen projects in the U.S will reach FID by next year.

The company hopes the new facility will help in creating U.S. jobs and supporting community development initiatives throughout the Houston area, and the state.

The future is here: Top Houston energy transition startup stories of the year

year in review

Editor's note: As the year comes to a close, EnergyCapital is looking back at the year's top stories in Houston energy transition. EnergyCapital covers the entire energy transition ecosystem, including the businesses from major public corporations to small but growing startups with promising technologies. This year, top energy startup news included award-winning innovators, a new hub for energy tech startups, big deals, and more. Check out each of the most-read stories below — be sure to click to continue reading each article.

Local energy innovators recognized at annual Houston Innovation Awards

At an event celebrating Houston innovation, these four energy transition leaders were recognized. Photos courtesy

This week, the Houston innovation ecosystem celebrated big wins from the year, and members of the energy transition community were recognized alongside other innovators.

The Houston Innovation Awards honored over 40 finalists across categories, naming the 12 winners and honoring the two Trailblazer Legacy Awards at the event. The event, hosted at TMC Helix Park on November 14 named and celebrated the winners, which included four energy transition innovators. Click to see what energy leaders secured wins.

Houston startup taps new corporate partner for AI-backed sustainability consumer tech

IBM and Boxes recently partnered to integrate the IBM watsonx Assistant into Boxes devices, providing a way for consumer packaged brands to find out more than ever about what its customers like and want. Photo courtesy of Boxes

With the help of a new conversational artificial intelligence platform, a Houston startup is ready to let brands get up close and personal with consumers while minimizing waste.

IBM and Boxes recently partnered to integrate the IBM watsonx Assistant into Boxes devices, providing a way for consumer packaged brands to find out more than ever about what its customers like and want.

The Boxes device, about the size of a 40-inch television screen, dispenses products to consumers in a modern and sustainable spin on the old-fashioned large vending machine.

CEO Fernando Machin Gojdycz learned that business from his entrepreneur father, Carlos Daniel Machin, while growing up in Uruguay.

“That’s where my passion comes from — him,” Gojdycz says of his father. In 2016, Gojdycz founded Boxes in Uruguay with some engineer friends

Funded by a $2,000 grant from the University of Uruguay, the company's mission was “to democratize and economize affordable and sustainable shopping,” in part by eliminating wasteful single-use plastic packaging. Click to continue reading.

Houston startup selected for inaugural climatetech global entrepreneur competition

Syzygy Plasmonics is going to be competing in Gastech's new startup competition. Photo via Getty Images

A global natural gas, LNG, hydrogen, low-carbon solutions, and climate technology convention is coming to Houston next month — but only one Houston startup is geared up for the event's new startup competition.

Gastech invited 20 promising companies for its inaugural Gastech Start-Up Competition, and 11 companies have signed on to participate so far. Houston-based Syzygy Plasmonics, which created and is scaling a sustainable photocatalytic reactor, is currently the only local company among the participants.

“Gastech's focus on creating a low-carbon, affordable energy future aligns perfectly with Syzygy's drive to produce low-carbon, low-cost hydrogen, liquid fuels, and syngas," Syzygy Plasmonics CEO Trevor Best says. "We can't wait to represent Houston as the only startup from the area to be included among the 11 finalists in the Gastech Climatetech Global Entrepreneur Competition.” Click to continue reading.

Houston leaders launch new downtown hub to support energy transition innovation

Energy Tech Nexus has opened in downtown Houston. Photo by Natalie Harms/EnergyCapital

Three Houston energy innovators have cut the ribbon on a new space for energy transition innovation.

The Energy Tech Nexus, located in the historic Niels Esperson Building at the corner of Travis and Rusk Avenue, opened on September 10, which was proclaimed Energy Tech Nexus Day by the city.

Jason Ethier and Juliana Garaizar, formerly in leadership roles at Greentown Labs, teamed up with Nada Ahmed, previously headed innovation and transformation at Aker Solutions, launched ETN as a community for energy transition startups. The new hub plans to host incubation programs, provide mentorship, and open doors to funding and strategic partnerships for its members.

"We are creating more than a space for innovation," Garaizar says in a news release. "We are crafting a community where pioneers in technology and energy converge to challenge the status quo and accelerate the shift to sustainable energy solutions." Click to continue reading.

Houston bio-based materials founder rebrands, evolves future-focused sustainability startup

Zimri T. Hinshaw, founder and CEO of Rheom Materials, joins the Houston Innovators Podcast. Photo courtesy of Rheom

At first, Zimri T. Hinshaw just wanted to design a sustainable, vegan jacket inspired by bikers he saw in Tokyo. Now, he's running a bio-based materials company with two product lines and is ready to disrupt the fashion and automotive industries.

Hinshaw founded Rheom Materials (née Bucha Bio) in 2020, but a lot has changed since then. He moved the company from New York to Houston, built out a facility in Houston's East End Maker Hub, and rebranded to reflect the company's newest phase and extended product lines, deriving from dozens of different ingredients, including algae, seaweed, corn, other fruits and vegetables, and more.

"As a company, we pivoted our technology from growing kombucha sheets to grinding up bacteria nanocellulose from kombucha into our products and then we moved away from that entirely," Hinshaw says on the Houston Innovators Podcast. "Today, we're designing different materials that are more sustainable, and the inputs are varied."Click to continue reading.