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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D.C. energy company secures $233M for ERCOT battery storage projects

fresh funding

The Electricity Reliability Council of Texas’ grid will get a boost courtesy of Lydian Energy.

The D.C.-based company announced the successful financial close of its first institutional project financing totaling $233 million, backed by ING Group and KeyBank. The financing will support three battery energy storage system (BESS) projects in Texas.

Lydian is an independent power producer that specializes in the development, construction and operation of utility-scale solar and battery energy storage projects. The company reports that it plans to add 550 megawatts of energy—which can power approximately 412,500 homes—to the Texas grid administered by ERCOT.

“This financing marks an important step forward as we continue executing on our vision to scale transformative battery storage projects that meet the evolving energy needs of the communities we serve,” Emre Ersenkal, CEO at Lydian Energy, said in a news release.

The projects include:

Pintail 

  • Located in San Patricio county
  • 200 megawatts
  • Backed by ING

Crane

  • Located in Crane county
  • 200 megawatts
  • Backed by ING

Headcamp

  • Located in Pecos county
  • 150 megawatts
  • Backed by KeyBank

ING served as the lender for Pintail and Crane projects valued at a combined total of approximately $139 million.

KeyBank provided a $94 million financing package for the Headcamp project. KeyBanc Capital Markets also structured the financing package for Headcamp.

The three projects are being developed under Excelsior Energy Capital’s Fund II. Lydian’s current portfolio comprises 20 solar and storage projects, totaling 4.7 gigawatts of capacity.

“Our support of Lydian’s portfolio reflects ING’s focus on identifying strategic funding opportunities that align with the accelerating demand for sustainable power,” Sven Wellock, managing director and head of energy–renewables and power at ING, said in the release. “Battery storage plays a central role in supporting grid resilience, and we’re pleased to back a platform with strong fundamentals and a clear execution path.”

The facilities are expected to be placed in service by Q4 2025. Lydian is also pursuing additional financing for further projects, which are expected to commence construction by the end of 2025.

“These financings represent more than capital – they reflect the strong demand for reliable energy infrastructure in high-growth U.S. markets,” Anne Marie Denman, co-founding partner at Excelsior Energy Capital and chair of the board at Lydian Energy, added in the news release. “We’re proud to stand behind Lydian’s talented team as they deliver on the promise of battery storage with bankable projects, proven partners, and disciplined execution. In the midst of a lot of noise, these financings are a reminder that capital flows where infrastructure is satisfying fundamental needs of our society – in this case, the need for reliable, sustainable, domestic, and affordable energy.”

Houston American Energy closes acquisition of New York low-carbon fuel co.

power deal

Renewable energy company Houston American Energy Corp. (NYSE: HUSA) has acquired Abundia Global Impact Group, according to a news release.

Houston American reports that the acquisition will allow it to create a combined company focused on converting waste plastics into high-value, drop-in, low-carbon fuels and chemical products. It plans to move forward with Abundia’s plans for developing large-scale recycling projects, with a new facility previously announced for the Gulf Coast, located in Cedar Port Industrial Park, near the Baytown area of Houston.

New York-based Abundia used its proprietary pyrolysis process to convert plastic and certified biomass waste into high-quality renewable fuels. Its founder, Ed Gillespie, will serve as CEO of the combined company and will join HUSA’s board of directors. Peter Longo, who previously served as HUSA's CEO, will serve as chairman of the board. Lucie Harwood was named CFO and Joseph Gasik will serve as COO.

“The completion of this acquisition represents a pivotal transformation for HUSA,” Longo said in a news release. “Abundia has a commercially ready solution for converting waste into valuable fuels and chemicals, with a backlog of development opportunities utilizing proprietary technologies and key industry partnerships. This transaction gives HUSA shareholders a ready-made platform and project pipeline for future value generation as the fuel and chemical industries accelerate their adoption of low-carbon solutions and sustainable aviation fuel.”

The combined company plans to serve what it estimates is a multi-billion-dollar global demand for renewable fuels, Sustainable Aviation Fuel (SAF) and recycled chemical feedstocks, according to the news release.

“This is a landmark moment for Abundia and a major step forward for the renewable industry,” Gillespie added in the release. “Joining forces with HUSA and entering the public capital markets positions us to accelerate growth, scale our technology and expand our influence within the renewable and recycling industries. I am proud of the hard work and determination of both the AGIG and HUSA teams to finalize this transaction. We look forward to delivering shareholder value and critical technologies to reduce carbon emissions.”

Houston American Energy announced the deal in March. The company also closed a $4.42 million registered direct offering in January.