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.

Trending News

A View From HETI

Rice University scientists' “recharge-to-recycle” reactor has major implications for the electric vehicle sector. Photo courtesy Jorge Vidal/Rice University.

Engineers at Rice University have developed a cleaner, innovative process to turn end-of-life lithium-ion battery waste into new lithium feedstock.

The findings, recently published in the journal Joule, demonstrate how the team’s new “recharge-to-recycle” reactor recharges the battery’s waste cathode materials to coax out lithium ions into water. The team was then able to form high-purity lithium hydroxide, which was clean enough to feed directly back into battery manufacturing.

The study has major implications for the electric vehicle sector, which significantly contributes to the waste stream from end-of-life battery packs. Additionally, lithium tends to be expensive to mine and refine, and current recycling methods are energy- and chemical-intensive.

“Directly producing high-purity lithium hydroxide shortens the path back into new batteries,” Haotian Wang, associate professor of chemical and biomolecular engineering, co-corresponding author of the study and co-founder of Solidec, said in a news release. “That means fewer processing steps, lower waste and a more resilient supply chain.”

Sibani Lisa Biswal, chair of Rice’s Department of Chemical and Biomolecular Engineering and the William M. McCardell Professor in Chemical Engineering, also served as co-corresponding author on the study.

“We asked a basic question: If charging a battery pulls lithium out of a cathode, why not use that same reaction to recycle?” Biswal added in the release. “By pairing that chemistry with a compact electrochemical reactor, we can separate lithium cleanly and produce the exact salt manufacturers want.”

The new process also showed scalability, according to Rice. The engineers scaled the device to 20 square centimeters, then ran a 1,000-hour stability test and processed 57 grams of industrial black mass supplied by industry partner Houston-based TotalEnergies. The results produced lithium hydroxide that was more than 99 percent pure. It also maintained an average lithium recovery rate of nearly 90 percent over the 1,000-hour test, showing its durability. The process also worked across multiple battery chemistries, including lithium iron phosphate, lithium manganese oxide and nickel-manganese-cobalt variants.

Looking ahead, the team plans to scale the process and consider ways it can sustain high efficiency for greater lithium hydroxide concentrations.

“We’ve made lithium extraction cleaner and simpler,” Biswal added in the release. “Now we see the next bottleneck clearly. Tackle concentration, and you unlock even better sustainability.

Trending News