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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Local energy innovators recognized at annual Houston Innovation Awards

the big winners

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.

Here's what energy leaders secured wins during the evening.

Corrolytics is a technology startup founded to solve microbiologically influenced corrosion problems for industrial assets. Co-founder and CEO Anwar Sadek says he's collected over $1 million in dilutive and non-dilutive funding from grants and other opportunities thanks to help from mentors. The company won both the Minority-Founded Business category and the People's Choice: Startup of the Year category.

"As a founder, I am always eager to assist and support fellow entrepreneurs, especially those navigating the unique challenges that come with being a BIPOC founder," he says. "With the guidance of mentors, I learned to master the complexities of the application process for grants and other funding opportunities. In turn, I actively share my experiences with other founders, helping them navigate similar paths."

Founded by CEO Cindy Taff, SageGeosystems is an energy company focused on developing and deploying advanced geothermal technologies to provide reliable power and sustainable energy storage solutions regardless of geography. The company secured the win in the Energy Transition Business category, alongside finalists Amperon, ARIX Technologies, Elementium Materials, InnoVent Renewables, and Tierra Climate.

"Sage Geosystems sets itself apart from competitors with its Geopressured Geothermal Systems, which can be deployed almost anywhere, unlike traditional geothermal technologies that require specific geographic conditions," Taff says. "This flexibility enables Sage to provide a reliable and virtually limitless power supply, making it ideal for energy-intensive applications like data centers."

A finalist in both the Investor of the Year and Ecosystem Builder categories, Juliana Garaizar is the founding partner of Energy Tech Nexus, invests with groups — such as Portfolia, Houston Angel Network, Business Angel Minority Association, and more — locally and beyond.

"I'm a hands on investor," she says. "I offer mentorship and industry and other investor connections. I take advisory roles and board observer seats."

This year, the Houston innovation community suffered the loss of two business leaders who left a significant impact on the ecosystem. Both individuals' careers were recognized with Trailblazer Legacy Awards.

One of the recipients was Scott Gale, executive director of Halliburton Labs, who received the award posthumously. He died on September 24. The award was decided on by the 2024 judges and InnovationMap. Gale was honored alongside Paul Frison, founder of the Houston Technology Center.

“I am immensely proud to honor these two remarkable individuals with the Trailblazer Award this year. It is fitting, as they represent two generations of building Houston’s ecosystem," 2023 Trailblazer Award recipient Brad Burke, managing director of the Rice Alliance and the associate vice president for industry and new ventures within Rice University's Office of Innovation, tells InnovationMap.

"Paul Frison was a pioneering leader who helped establish the Houston Technology Center and fostered the city’s tech ecosystem during the initial technology boom around the year 2000. Scott Gale, through his work at Halliburton Labs over the past five years, has been instrumental in launching Houston’s energy transition ecosystem," he continues. "Both have played pivotal roles in championing technology innovators.”

In honor of his son, Andrew Gale accepted the award with his daughter-in-law, Nicole, during the event.

Pipeline robotics: How this Houston startup is revolutionizing corrosion monitoring

listen now

After working for years in the downstream energy industry where safety and efficiency were top priorities, Dianna Liu thought there was a way technology could make a huge difference.

Despite loving her company and her job, she took a leap of faith to start a robotics company to create technology to more safely and efficiently monitor corrosion in pipelines. ARIX Technologies has developed software and hardware solutions for its customers with pipelines in downstream and beyond.

"Overall, this industry is an industry that really harps on doing things safely, doing things well, and having all the data to make really informed decisions," Liu says on the Houston Innovators Podcast. "Because these are huge companies with huge problems, it takes a lot of time to set up the right systems, adopt new things, and make changes."

But it's an industry Liu knows well, so she founded ARIX in 2017 and created a team of engineers to create the first iteration of the ARIX robot, which was at first made of wood, she says. Now, years later, the much-evolved robot moves up and down the exterior of the pipe, using its technology to scan the interior to evaluate corrosion. The technology works with ARIX's software to provide key data analysis.

With customers across the country and the world, ARIX has a strong foothold in downstream, but has garnered interest from other verticals as well — even working with NASA at one point, Liu says.

"Staying in downstream would be nice and safe for us, but we've been very lucky and have had customers in midstream, upstream, and even outside oil and gas and chemicals," she says. "We've gotten inquiries ranging from cosmetics plants to water or wastewater — essentially anything that's round or a pipe that can corrode, we can help with."

Liu, who goes into detail on the show about how critical establishing a positive company culture has been for ARIX, shares a bit about what it's been like growing her company in Houston.

"Houston being the Energy Capital of the World opens a lot of doors to both customers, investors, and employees in a way that's unparalleled. It is a great place to build a company because of that — you have all this expertise in this city and the surrounding areas that's hard to find elsewhere," she says. "Being such a hub — not only for energy, but in terms transportation — means it's easy for us to get to our customers from around the world."

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This article originally ran on InnovationMap.