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

Chevron and ExxonMobil feed the need for gas-powered data centers

data center demand

Two of the Houston area’s oil and gas goliaths, Chevron and ExxonMobil, are duking it out in the emerging market for natural gas-powered data centers—centers that would ease the burden on electric grids.

Chevron said it’s negotiating with an unnamed company to supply natural gas-generated power for the data center industry, whose energy consumption is soaring mostly due to AI. The power would come from a 2.5-gigawatt plant that Chevron plans to build in West Texas. The company says the plant could eventually accommodate 5 gigawatts of power generation.

The Chevron plant is expected to come online in 2027. A final decision on investing in the plant will be made next year, Jeff Gustavson, vice president of Chevron’s low-carbon energy business, said at a recent gathering for investors.

“Demand for gas is expected to grow even faster than for oil, including the critical role gas will play [in] providing the energy backbone for data centers and advanced computing,” Gustavson said.

In January, the company’s Chevron USA subsidiary unveiled a partnership with investment firm Engine No. 1 and energy equipment manufacturer GE Vernova to develop large-scale natural gas power plants co-located with data centers.

The plants will feature behind-the-meter energy generation and storage systems on the customer side of the electricity meter, meaning they supply power directly to a customer without being connected to an electric grid. The venture is expected to start delivering power by the end of 2027.

Chevron rival ExxonMobil is focusing on data centers in a slightly different way.

ExxonMobil Chairman and CEO Darren Woods said the company aims to enable the capture of more than 90 percent of emissions from data centers. The company would achieve this by building natural gas plants that incorporate carbon capture and storage technology. These plants would “bring a unique advantage” to the power market for data centers, Woods said.

“In the near to medium term, we are probably the only realistic game in town to accomplish that,” he said during ExxonMobil’s third-quarter earnings call. “I think we can do it pretty effectively.”

Woods said ExxonMobil is in advanced talks with hyperscalers, or large-scale providers of cloud computing services, to equip their data centers with low-carbon energy.

“We will see what gets translated into actual contracts and then into construction,” he said.

Houston company wins contract to operate South Texas wind farm

wind deal

Houston-based Consolidated Asset Management Services (CAMS), which provides services for owners of energy infrastructure, has added the owner of a South Texas wind power project to its customer list.

The new customer, InfraRed Capital Partners, owns the 202-megawatt Mesteño Wind Project in the Rio Grande Valley. InfraRed bought the wind farm from Charlotte, North Carolina-based power provider Duke Energy in 2024. CAMS will provide asset management, remote operations, maintenance, compliance and IT services for the Mesteño project.

Mesteño began generating power in 2019. The wind farm is connected to the electric grid operated by the Energy Reliability Council of Texas (ERCOT).

With the addition of Mesteño, CAMS now manages wind energy projects with generation capacity of more than 2,500 megawatts.

Mesteño features one of the tallest wind turbine installations in the U.S., with towers reaching 590.5 feet. Located near Rio Grande City, the project produces enough clean energy to power about 60,000 average homes.

In June, CAMS was named to the Financial Times’ list of the 300 fastest-growing companies in North and South America. The company’s revenue grew more than 70 percent from 2020 to 2023.

Earlier this year, CAMS jumped into the super-hot data center sector with the rollout of services designed to help deliver reliable, cost-effective power to energy-hungry data centers. The initiative focuses on supplying renewable energy and natural gas.

Google's $40B investment in Texas data centers includes energy infrastructure

The future of data

Google is investing a huge chunk of money in Texas: According to a release, the company will invest $40 billion on cloud and artificial intelligence (AI) infrastructure, with the development of new data centers in Armstrong and Haskell counties.

The company announced its intentions at a meeting on November 14 attended by federal, state, and local leaders including Gov. Greg Abbott who called it "a Texas-sized investment."

Google will open two new data center campuses in Haskell County and a data center campus in Armstrong County.

Additionally, the first building at the company’s Red Oak campus in Ellis County is now operational. Google is continuing to invest in its existing Midlothian campus and Dallas cloud region, which are part of the company’s global network of 42 cloud regions that deliver high-performance, low-latency services that businesses and organizations use to build and scale their own AI-powered solutions.

Energy demands

Google is committed to responsibly growing its infrastructure by bringing new energy resources onto the grid, paying for costs associated with its operations, and supporting community energy efficiency initiatives.

One of the new Haskell data centers will be co-located with — or built directly alongside — a new solar and battery energy storage plant, creating the first industrial park to be developed through Google’s partnership with Intersect and TPG Rise Climate announced last year.

Google has contracted to add more than 6,200 megawatts (MW) of net new energy generation and capacity to the Texas electricity grid through power purchase agreements (PPAs) with energy developers such as AES Corporation, Enel North America, Intersect, Clearway, ENGIE, SB Energy, Ørsted, and X-Elio.

Water demands

Google’s three new facilities in Armstrong and Haskell counties will use air-cooling technology, limiting water use to site operations like kitchens. The company is also contributing $2.6 million to help Texas Water Trade create and enhance up to 1,000 acres of wetlands along the Trinity-San Jacinto Estuary. Google is also sponsoring a regenerative agriculture program with Indigo Ag in the Dallas-Fort Worth area and an irrigation efficiency project with N-Drip in the Texas High Plains.

In addition to the data centers, Google is committing $7 million in grants to support AI-related initiatives in healthcare, energy, and education across the state. This includes helping CareMessage enhance rural healthcare access; enabling the University of Texas at Austin and Texas Tech University to address energy challenges that will arise with AI, and expanding AI training for Texas educators and students through support to Houston City College.

---

This article originally appeared on CultureMap.com.