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

Texas named most vulnerable state to climate change in new report

lone star disappointment

The Lone Star State performed most averagely in a new report that ranked all 50 states on environmental protection.

Texas ranked No. 22 on the report from SmileHub, a nonprofit tech platform using data to evaluate charities. The report analyzed 23 metrics — from energy efficiency score and industrial toxins per square mile of land area to climate change vulnerability — factoring in data from U.S. Census Bureau, Internal Revenue Service, Department of Agriculture, and more.

"The U.S. produces over 292 million tons of waste per year, or over 4.9 pounds per person per day, according to the latest data from the Environmental Protection Agency," reads the report. "Additionally, due to pollution, California, Oregon, Michigan, Indiana and South Carolina each have over 12,000 miles of river unsuitable for human contact. Pollution and waste are issues across the U.S., but some states work harder than others to limit their impact."

In addition to its middle-of-the-pack No. 22 overall ranking, Texas took first place in the "Vulnerability to Climate Change" category. Here's how else the state measured up:

  • No. 18 – Environmental Protection Charities per Capita
  • No. 36 – Share of State Land Designated for Parks and Wildlife
  • No. 28 – Energy Efficiency Score
  • No. 28 – Share of Population Using Green Transportation
  • No. 33 – Total Tonnage of Landfill Waste per Capita
  • No. 28 – Industrial Toxins per Square Mile of Land Area

It's not the first time the state performed poorly on recent environmental reports. In April, WalletHub evaluated evaluated the current health of states' environment and residents’ environmental-friendliness. Texas ranked No. 38, meaning it was the thirteenth least green state, only scoring 50.40 points out of 100.

Additionally, Houston has stood out for the wrong reasons. In May, Houston was ranked as the No. 15 most polluted city in the U.S. according to data compiled by the National Public Utilities Council. No other Texas city appears in the ranking. Three California cities — Bakersfield, Visalia, and Fresno — took the top three spots.

Houston company breaks ground on North Texas solar project

coming soon

A Houston-area company has broken ground on a new 310-megawatt solar project located in Bosque County, Texas.

League City-based INEOS Olefins & Polymers and Florida-based NextEra Energy Resources announced the groundbreaking on INEOS Hickerson Solar, which will reportedly save over 310,000 tons of CO2 every year.

“INEOS O&P USA is committed to leading the petrochemical community in adopting renewable energy solutions,” says CEO Mike Nagle in a news release. “This solar project is a crucial step in our global efforts to reduce the carbon footprint of INEOS businesses.”

The INEOS Hickerson Solar project will be constructed, owned and operated by a subsidiary of NextEra Energy Resources, and the output will aim to cover the net purchased electricity load for all 14 of INEOS O&P USA’s manufacturing, fractionation and storage facilities. Commercial operation is expected by December 2025.

The project is expected to produce 730,000 megawatt-hours of clean energy annually, which is the equivalent to the annual electricity use of over 68,000 homes. INEOS hopes this will significantly contribute to reducing greenhouse gas emissions by approximately 310,000 tons per year.

This follows the recently signed renewable power purchase agreement with NextEra Energy Resources, which is the world's largest generator of renewable energy from wind and sun.

6 sustainability-minded Houston stores giving discounts for old clothes

CLOTHES THE LOOP

Shopping is fun, but it comes with the unseen price tag of more than 92 million tons of global textile waste generated each year. With the apparel industry's global emissions predicted to increase by 50 percent in just six years, many see this as a full-blown climate crisis that is already affecting people across the globe.

To combat this problem, several retailers have committed to bolstering their sustainability efforts. From recycling linens, towels, pillows, and robes to upcycling denim, companies are finding ways for every textile to be saved from the landfill and either re-worn, repurposed, or recycled.

Stores trying to make a difference include Patagonia, North Face, J.Jill, Carter's, and DSW Shoes. To make summer vacation and back-to-school shopping more environmentally friendly, we've rounded up six Houston retailers where customers can trade in used clothing and textiles for exclusive discounts.

Gap

Gap has partnered with ThredUp, an online resale company, to recycle gently used clothing for their Gap for Good initiative. Customers can activate a kit and get a label here, fill the bag, and drop it off at any FedEx or post office location. If ThredUp selects any items for resale, customers can choose to receive either cash or store credit. Those who opt for store credit and use it at any Gap Inc.-brand stores will receive an additional 15% off their purchase. For clothes not chosen for resale, ThredUp offers recycling services, or the items can be mailed back to the customer for a fee.

H&M

According to H&M's website, its worldwide garment recycling program, launched in 2013, is "the biggest of its kind in the world." Customers can get 15 percent off their purchase by bringing unwanted clothes or textiles — from any brand and in any condition — to one of its stores. Turn them in at the cashier's kiosk and receive a coupon for their next purchase. The clothing and textiles will be sorted into three categories: re-wear, reuse, or recycling.

Levi's

Levi's aims to keep its coveted jeans in circulation and out of landfills with its trade-in program. The brand accepts denim and trucker jackets that are still in good condition; they repair any minor damage, sanitize the items, and resell them through their secondhand shop. Customers will receive a gift card ranging from $5 to $30, depending on the value of the item traded in. Customers must make an appointment to take advantage of this program, and only certain types of denim are accepted. A complete list of requirements is available here.

Lululemon

Have a drawer full of old Lululemon workout gear? Trade it in for a gift card towards a future purchase. The garment does not need to have its care tag, size tag, or price tag for this initiative; the workout brand accepts clean and gently worn (items with no damage, pilling, rips, or discoloration) women's and men's Lululemon clothing and bags for their Like New program. Except for outlet stores, every Lululemon outpost can accept items for the Like New program. Check what they're taking before going to the store, because items cycle in and out depending on seasonality and inventory. The value of the gift card customers will receive is determined by the value of the items traded in, but generally ranges in price from $5 to $25 and can be redeemed in-store or online.

Madewell

Madewell is on a mission to become fully sustainable, defined as using only fibers sustainably sourced and free of virgin plastics, by 2025. It has partnered with Cotton's Blue Jeans Go Green program to repurpose denim and keep it out of landfills by turning old jeans into housing insulation.

To participate in Madewell's recycling program, bring any brand or style of jeans in any condition to any Madewell store. If shipping is more convenient, activate a Clean Out Kit here or print out a free shipping label and mail in women's previously used clothing, handbags, shoes, and accessories from any brand. In exchange, customers will get a coupon for $20 off purchasing one new pair of Madewell jeans.

Parachute

Parachute, the beloved home essentials brand, is celebrating its 10th anniversary by launching a recycling program. In partnership with SuperCircle, they accept used towels, sheets, and robes. Although there are several recycling programs for clothing, shoes, and accessories, Parachute is pioneering this type of program in the home textile sector.

To participate in the program, customers can take their sheets, towels, pillows, and robes in any condition from any brand to Parachute's Rice Village store. They'll sort and recycle donated items for a second life – from new textiles to new projects, including furniture batting, insulation, and padding – sending nothing to landfill. In return, customers will receive a discount on their next Parachute purchase.

———

This article originally ran on CultureMap.