Tesla asks shareholders to move to Texas and re-pass Elon Musk’s massive compensation plan
Tesla has filed a proxy with shareholders to ask them to vote for the company to move its state of incorporation to Texas and re-pass Elon Musk’s 2018 CEO massive compensation plan that was rescinded by a Delaware judge earlier this year.
In January, a judge sided with lawyers representing a Tesla shareholder alleging that Tesla’s board misrepresented Elon Musk’s CEO compensation package worth $55 billion when presenting to shareholders.
It’s a complicated issue, but in short, the judge found that Tesla’s board and Musk didn’t play by the rules of a public company when it presented the plan to shareholders.
The judge found that Tesla had governance issues when coming up with compensation plan and those issues were not communicated to shareholders before voting on the plan.
The Delaware court found that this invalidated the vote, and therefore, Tesla had to rescind the compensation plan worth roughly $55 billion in stock options to Musk.
The company signaled that it would appeal, but Musk also highlighted another strategy. The CEO blamed the ruling on a “politically motivated judge” in Delaware and suggested that Tesla could move its state of incorporation to Texas and have shareholders vote on the package again.
That’s exactly what Tesla is doing right now.
The automaker released a proxy statement to shareholders in preparation for its upcoming 2024 shareholders meeting in June, and the two main items on the agenda are moving Tesla to Texas and re-passing Musk’s compensation plan.
Tesla’s Chairwoman, Robin Denholm, wrote the opening to the proxy and said about the case that had Musk’s compensation package rescinded:
The Tornetta Court decided, years later, that the CEO pay package was not “entirely fair” to the very same stockholders who voted to approve it — even though approximately 73% of all votes cast by our disinterested stockholders voted to approve it in 2018. 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. 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.
Denholm, who was on the compensation committee that approved the package, didn’t address the actual concerns in the judge’s finding about Tesla’s governance issues that led to the judgment.
At the meeting, shareholders will also vote on the re-election of Kimbal Musk, Elon’s brother, and James Murdoch, former 21st Century Fox CEO, to Tesla’s board.
Tesla’s board recommend to vote for all those items and against all the shareholders proposals:
Here’s the proxy statement in full:
Electrek’s Take
As I have previously stated, you can be for Elon getting his compensation for his work from 2018 to 2022 in the compensation plan and still agree with the judge’s finding that Tesla misrepresented it to shareholders – highlighting serious governance issues at Tesla.
As a shareholder, I’d be tempted to vote for the compensation again, but not if Tesla didn’t get the message about governance, which it clearly didn’t based on Denholm’s presentation of the issue.
She only states that the court found that the package “was no entirely fair”, which is a gross misrepresentation of the court’s findings.
The court found that Tesla’s board misrepresented the package to shareholders in the original proxy presenting the compensation package, and now she does it again in this one. Musk and his lawyer, who was also Telsa’s own general counsel at the time, were behind the compensation package, which Tesla didn’t seem to negotiate in any significant way.
It was approved by people who weren’t just friends of Elon but also people who had personal financial dealings with him outside of Tesla – clearly making them not independent despite their description as such by the board.
Ironically, Denholm was probably the only board member at the time that could have been described as independent, but she was also getting a juicy new compensation plan at the time – incentivizing her to approve Elon’s.
Also, Tesla’s own board agreed to settle a lawsuit and return over $700 million in compensation over claims of overcompensation.
If there’s one thing that is clear, Tesla has a serious governance problem.
FTC: We use income earning auto affiliate links. More.
Last week, we reported that the e-bike world had a new motor claiming to be the lightest and most efficient. Now, we’re already seeing TQ’s new TQHPR40 motor proliferate on more road and gravel e-bikes, including the recently announced E-ASTR from Ridely.
Ridley’s new E‑ASTR brings lightweight electric assistance to its already impressive ASTR gravel platform, powered by the cutting-edge TQ HPR40 mid-drive system. Unlike bulkier e‑bike setups, this system adds just 1.17 kg (2.6 lb) at the crank and a discreet 1.46 kg (3.2 lb) and 290 Wh battery hidden within the downtube, keeping the frame’s silhouette nearly identical to the non-electric version of the same bike. According to BikeRumor, riders looking closely might spot only a slightly fatter downtube, internal cable routing, and a handlebar-end LED indicator, giving visual clues without shouting “electric bike.”
What the E‑ASTR gives up in sheer power from the petite motor, it gains in ride feel. The HPR40 is said to deliver a modest 40 Nm of torque and up to 200W of assist, or enough to smooth out climbs or offer a tailwind on gravel without overpowering the rider. With support cut off at 25 km/h (15.5 mph), pedal responsiveness remains natural and fluid. Combined with the ASTR’s race-inspired geometry, the bike looks to offer sharp handling and comfort suited to the rigors of modern gravel routes.
Ridley is currently offering the E‑ASTR in three spec levels: a value SRAM Apex XPLR AXS build €7,199 (or approximately US $8,500), a mid-range SRAM Rival XPLR AXS 1×13 version for €8,199 (or approximately US $9,700), and a top-tier Shimano GRX 2×12 Di2 model for €8,899 (or approximately US $10,500). Each features high-end drivetrains, integrated cockpit options, carbon wheels, and industry-standard gravel brakes and tires. With its race-ready frame and stealthy, lightweight e‑assistance, the E‑ASTR is positioning itself as a high-performance gravel machine that stays true to its roots, delivering help when needed, without overshadowing the rider.
Ultra-lightweight motors like the TQHPR40 are quietly reshaping the e-bike industry by making electric assistance almost invisible, both in looks and in feel. As systems shrink and integrate more seamlessly into traditional bike frames, they’re opening the door to new categories of performance-oriented e-bikes that preserve the ride dynamics of analog bikes while offering just enough support when it counts.
For riders who value a natural pedaling experience but still want a little help on climbs or longer days, and especially for aging riders who want to maintain their riding habits despite father time taking an impact on joints and muscles, these minimalist systems are proving that you don’t need a bulky battery or a massive motor to get the benefits of going electric. The result is a wave of stealthy, high-performance e-bikes that are less about replacing effort and more about enhancing the ride.
FTC: We use income earning auto affiliate links. More.
After a month off trying to wrap our heads around all the chaos surrounding EVs, solar, and everything else in Washington, we’re back with the biggest EV news stories of the day from Tesla, Ford, Volvo, and everyone else on today’s hiatus-busting episode of Quick Charge!
It just gets worse and worse for the Tesla true believers – especially those willing to put their money where Elon’s mouth is! One believer is set to lose nearly $50,000 betting on Tesla’s ability to deliver a Robotaxi service by the end of June (didn’t happen), and the controversial CEO’s most recent spat with President Trump had TSLA down nearly 5% in pre-morning trading.
Source Links
Prefer listening to your podcasts? Audio-only versions of Quick Charge are now available on Apple Podcasts, Spotify, TuneIn, and our RSS feed for Overcast and other podcast players.
New episodes of Quick Charge are recorded, usually, Monday through Thursday (and sometimes Sunday). We’ll be posting bonus audio content from time to time as well, so be sure to follow and subscribe so you don’t miss a minute of Electrek’s high-voltage daily news.
Got news? Let us know!
Drop us a line at tips@electrek.co. You can also rate us on Apple Podcasts and Spotify, or recommend us in Overcast to help more people discover the show.
If you’re considering going solar, it’s always a good idea to get quotes from a few installers. To make sure you find a trusted, reliable solar installer near you that offers competitive pricing, check out EnergySage, a free service that makes it easy for you to go solar. It has hundreds of pre-vetted solar installers competing for your business, ensuring you get high-quality solutions and save 20-30% compared to going it alone. Plus, it’s free to use, and you won’t get sales calls until you select an installer and share your phone number with them.
Your personalized solar quotes are easy to compare online and you’ll get access to unbiased Energy Advisors to help you every step of the way. Get started here.
FTC: We use income earning auto affiliate links. More.
Hyundai is getting ready to shake things up. A new electric crossover SUV, likely the Hyundai IONIQ 2, is set to debut in the coming months. It will sit below the Kona Electric as Hyundai expands its entry-level EV lineup.
Is Hyundai launching the IONIQ 2 in 2026?
After launching the Inster late last year, Hyundai is already preparing to introduce a new entry-level EV in Europe.
Xavier Martinet, President and CEO of Hyundai Europe, confirmed that the new EV will be revealed “in the next few months.” It will be built in Europe and scheduled to go on sale in mid-2026.
Hyundai’s new electric crossover is expected to be a twin to the Kia EV2, which will likely arrive just ahead of it next year.
It will be underpinned by the same E-GMP platform, which powers all IONIQ and Kia EV models (EV3, EV4, EV5, EV6, and EV9).
Like the Kia EV3, it will likely be available with either a 58.3 kWh or 81.4 kWh battery pack option. The former provides a WLTP range of 267 miles while the latter is rated with up to 372 miles. All trims are powered by a single electric motor at the front, producing 201 hp and 209 lb-ft of torque.
Although it may share the same underpinnings as the EV2, Hyundai’s new entry-level EV will feature an advanced new software and infotainment system.
According to Autocar, the interior will represent a “step change” in terms of usability and features. The new system enables new functions, such as ambient lighting and sounds that adjust depending on the drive mode.
It’s expected to showcase Hyundai’s powerful new Pleos software and infotainment system. As an end-to-end software platform, Pleos connects everything from the infotainment system (Pleos Connect) to the Vehicle Operating System (OS) and the cloud.
Pleos is set to power Hyundai’s upcoming software-defined vehicles (SDVs) with new features like autonomous driving and real-time data analysis.
As an Android-based system, Pleos Connect features a “smartphone-like UI” with new functions including multi-window viewing and an AI voice assistant.
The new electric crossover is expected to start at around €30,000 ($35,400), or slightly less than the Kia EV3, priced from €35,990 ($42,500). It will sit between the Inster and Kona Electric in Hyundai’s lineup.
Hyundai said that it would launch the first EV with its next-gen infotainment system in Q2 2026. Will it be the IONIQ 2? Hyundai is expected to unveil the new entry-level EV at IAA Mobility in September. Stay tuned for more info. We’ll keep you updated with the latest.
FTC: We use income earning auto affiliate links. More.
-
Sports3 years ago‘Storybook stuff’: Inside the night Bryce Harper sent the Phillies to the World Series
-
Sports1 year agoStory injured on diving stop, exits Red Sox game
-
Sports2 years agoGame 1 of WS least-watched in recorded history
-
Sports2 years agoMLB Rank 2023: Ranking baseball’s top 100 players
-
Sports4 years ago
Team Europe easily wins 4th straight Laver Cup
-
Environment2 years agoJapan and South Korea have a lot at stake in a free and open South China Sea
-
Sports2 years agoButton battles heat exhaustion in NASCAR debut
-
Environment2 years agoGame-changing Lectric XPedition launched as affordable electric cargo bike