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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Rice University spinout lands $500K NSF grant to boost chip sustainability

cooler computing

HEXAspec, a spinout from Rice University's Liu Idea Lab for Innovation and Entrepreneurship, was recently awarded a $500,000 National Science Foundation Partnership for Innovation grant.

The team says it will use the funding to continue enhancing semiconductor chips’ thermal conductivity to boost computing power. According to a release from Rice, HEXAspec has developed breakthrough inorganic fillers that allow graphic processing units (GPUs) to use less water and electricity and generate less heat.

The technology has major implications for the future of computing with AI sustainably.

“With the huge scale of investment in new computing infrastructure, the problem of managing the heat produced by these GPUs and semiconductors has grown exponentially. We’re excited to use this award to further our material to meet the needs of existing and emerging industry partners and unlock a new era of computing,” HEXAspec co-founder Tianshu Zhai said in the release.

HEXAspec was founded by Zhai and Chen-Yang Lin, who both participated in the Rice Innovation Fellows program. A third co-founder, Jing Zhang, also worked as a postdoctoral researcher and a research scientist at Rice, according to HEXAspec's website.

The HEXASpec team won the Liu Idea Lab for Innovation and Entrepreneurship's H. Albert Napier Rice Launch Challenge in 2024. More recently, it also won this year's Energy Venture Day and Pitch Competition during CERAWeek in the TEX-E student track, taking home $25,000.

"The grant from the NSF is a game-changer, accelerating the path to market for this transformative technology," Kyle Judah, executive director of Lilie, added in the release.

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This article originally ran on InnovationMap.

Rice research team's study keeps CO2-to-fuel devices running 50 times longer

new findings

In a new study published in the journal Science, a team of Rice University researchers shared findings on how acid bubbles can improve the stability of electrochemical devices that convert carbon dioxide into useful fuels and chemicals.

The team led by Rice associate professor Hoatian Wang addressed an issue in the performance and stability of CO2 reduction systems. The gas flow channels in the systems often clog due to salt buildup, reducing efficiency and causing the devices to fail prematurely after about 80 hours of operation.

“Salt precipitation blocks CO2 transport and floods the gas diffusion electrode, which leads to performance failure,” Wang said in a news release. “This typically happens within a few hundred hours, which is far from commercial viability.”

By using an acid-humidified CO2 technique, the team was able to extend the operational life of a CO2 reduction system more than 50-fold, demonstrating more than 4,500 hours of stable operation in a scaled-up reactor.

The Rice team made a simple swap with a significant impact. Instead of using water to humidify the CO2 gas input into the reactor, the team bubbled the gas through an acid solution such as hydrochloric, formic or acetic acid. This process made more soluble salt formations that did not crystallize or block the channels.

The process has major implications for an emerging green technology known as electrochemical CO2 reduction, or CO2RR, that transforms climate-warming CO2 into products like carbon monoxide, ethylene, or alcohols. The products can be further refined into fuels or feedstocks.

“Using the traditional method of water-humidified CO2 could lead to salt formation in the cathode gas flow channels,” Shaoyun Hao, postdoctoral research associate in chemical and biomolecular engineering at Rice and co-first author, explained in the news release. “We hypothesized — and confirmed — that acid vapor could dissolve the salt and convert the low solubility KHCO3 into salt with higher solubility, thus shifting the solubility balance just enough to avoid clogging without affecting catalyst performance.”

The Rice team believes the work can lead to more scalable CO2 electrolyzers, which is vital if the technology is to be deployed at industrial scales as part of carbon capture and utilization strategies. Since the approach itself is relatively simple, it could lead to a more cost-effective and efficient solution. It also worked well with multiple catalyst types, including zinc oxide, copper oxide and bismuth oxide, which are allo used to target different CO2RR products.

“Our method addresses a long-standing obstacle with a low-cost, easily implementable solution,” Ahmad Elgazzar, co-first author and graduate student in chemical and biomolecular engineering at Rice, added in the release. “It’s a step toward making carbon utilization technologies more commercially viable and more sustainable.”

A team led by Wang and in collaboration with researchers from the University of Houston also shared findings on salt precipitation buildup and CO2RR in a recent edition of the journal Nature Energy. Read more here.