decisions to be made

Tesla wants shareholders to vote for $56B Musk pay package, Texas HQ move

In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13. Photo via Getty Images

Tesla will ask shareholders to reinstate a $56 billion compensation package for CEO Elon Musk that was rejected by a judge in Delaware this year, and to move the electric car maker’s corporate home from Delaware to Texas.

In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13.

In January, Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth about $55.8 billion over 10 years starting in 2018.

Five years ago, a Tesla shareholder lawsuit alleged that the pay package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him.

Musk said a month after the judge's ruling that he would try to move Tesla's corporate listing to Texas, where he has already moved company headquarters.

Almost immediately after the judge's ruling, Musk did exactly that with Neuralink, his privately held brain implant company, moving its corporate home from Delaware to Nevada.

In a letter to shareholders this week, Chairperson Robyn Denholm said that Musk has delivered on the growth it was looking for at the automaker, with Tesla meeting all of the stock value and operational targets in a 2018 CEO pay package that was approved by shareholders.

“Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value,” Denholm wrote. “That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it.”

Tesla posted record deliveries of more than 1.8 million electric vehicles worldwide in 2023, according to a regulatory filing. But the value its shares has eroded quickly this year as sales of electric vehicles soften.

Future growth is in doubt and it may be a challenge to get shareholders to back a fat pay package in an environment where competition has increased worldwide and demand for electric vehicle sales is fading.

Tesla's shares have lost more than one third of their value this year as massive price cuts have failed to draw more buyers. The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year.

Shareholders also will be asked to cast a nonbinding advisory vote on 2023 executive compensation.

But the proxy statement filed with the Securities and Exchange Commission does not address Musk’s demand to own 25% of Tesla shares for him to pursue artificial intelligence and robotics at the company. At present he owns 20.5% of the company.

In January Musk challenged the Tesla board in a post on X, the social media platform he now owns, to come up with a new compensation package. Unless he gets 25%, he wrote that he’d prefer to build products outside of Tesla, apparently with another company.

Wedbush analyst Dan Ives, who is normally bullish on Tesla, said in an interview that the filing doesn't address multiple issues including Musk's future compensation.

“It's the elephant in the room because Musk has threatened over X, and it's been a massive overhang" for Tesla stock, Ives said.

Musk, he said, needs to commit to being Tesla CEO for three to five years and developing artificial intelligence with the company. When the company announces first-quarter earnings next week, Musk needs to spell out plans for future growth, including the status of the Model 2, a small EV that costs about $25,000, Ives said. Otherwise, dark days lie ahead, he said.

“Investors are not just taking Musk's word,” he said. “There's a feeling like the plane is crashing into the ocean and the board is focused on their own salted peanuts.”

Musk has less leverage than he did in January because of this year's stock slide. “He went from Cinderella story to the Nightmare on Elm Street in a matter of six months,” Ives said.

At the time of the Delaware court ruling, Musk’s package was worth more than $55.8 billion, but the court may have cost the mercurial CEO over $10 billion due to the company’s stock slide this year. The filing said Musk’s 2018 compensation was worth $44.9 billion at the close of trading on April 12.

Since last year, Tesla has cut prices as much as $20,000 on some models. The price cuts caused used electric vehicle values to drop and clipped Tesla’s profit margins.

This week, Tesla said it was letting about 10% of its workers go, about 14,000 people.

In the filing, Tesla's board wrote that the decision to seek shareholder approval of Musk's 2018 pay package was made by the board after it received a report from a special committee of one board member, Kathleen Wilson-Thompson.

The board wrote that if there is any significant vote against future executive pay packages, “we will consider our stockholders' concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns.”

Shares of Tesla Inc., which slid another 8% this week, fell about 1% Wednesday.

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A View From HETI

Houston Innovation Awards nominations are open through August 31. Photo courtesy of InnovationMap

Calling all Houston energy innovators: The Houston Innovation Awards return this fall to celebrate the best and brightest in the Houston innovation ecosystem, and that includes those leading the energy transition.

Presented by InnovationMap, the fifth annual Houston Innovation Awards will take place November 5 at TMC Helix Park.

The awards program will honor the top startups and innovators in Houston across 10 categories, and we're asking you to nominate the most deserving Houston innovators and innovative companies, including those in the energy transition sector.

This year's categories are:

  • Minority-founded Business, honoring an innovative startup founded or co-founded by BIPOC or LGBTQ+ representation.
  • Female-founded Business, honoring an innovative startup founded or co-founded by a woman.
  • Energy Transition Business, honoring an innovative startup providing a solution within renewables, climatetech, clean energy, alternative materials, circular economy, and beyond.
  • Health Tech Business, honoring an innovative startup within the health and medical technology sectors.
  • Deep Tech Business, honoring an innovative startup providing technology solutions based on substantial scientific or engineering challenges, including those in the AI, robotics, and space sectors.
  • Startup of the Year (People's Choice), honoring a startup celebrating a recent milestone or success. The winner will be selected by the community via an interactive voting experience.
  • Scaleup of the Year, honoring an innovative later-stage startup that's recently reached a significant milestone in company growth.
  • Incubator/Accelerator of the Year, honoring a local incubator or accelerator that is championing and fueling the growth of Houston startups.
  • Mentor of the Year, presented by Houston Community College, honoring an individual who dedicates their time and expertise to guide and support budding entrepreneurs.
  • Trailblazer, honoring an innovator who's made a lasting impact on the Houston innovation community.

Nominations may be made on behalf of yourself, your organization, and other leaders and institutions in the local innovation scene. The nomination period closes on August 31, so don't delay — nominate today at this link, or fill out the embedded form below.

A panel of esteemed judges will review the nominations, and determine the finalists and winners. Finalists will be unveiled on InnovationMap.com on September 30, and the 2025 Houston Innovation Awards winners will be announced live at an event on November 5.

Tickets will go on sale this fall. Stay tuned for that announcement.

Interested in Innovation Awards sponsorship opportunities? Please contact sales@innovationmap.com.

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