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company to move its state of incorporation to Texas and re-pass Elon Musk’s 2018 CEO massive compensation plan that was rescinded by a Delaware judge earlier this year.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Chairwoman, Robin Denholm, wrote the opening to the proxy and said about the case that had Musk’s compensation package rescinded: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.
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Environment
Lucid’s (LCID) next batch of Gravity electric SUVs is ready to roll out for Saudi Arabia
Lucid’s (LCID) first electric SUV is going global. With output ramping up, Lucid is gearing up for more growth in 2025. The second batch of Lucid Gravity models is now ready to ship out to Saudi Arabia as it expands its overseas footprint.
Lucid preps another Gravity shipment for Saudi Arabia
Lucid delivered 3,109 vehicles in Q1 2025, its fifth straight quarter of record deliveries. This was despite “limited deliveries in Saudi Arabia” due to a system change that has since been resolved.
Production is also picking up, with 2,213 units made at its Arizona manufacturing plant. Lucid said it had another 600 vehicles in transit to Saudi Arabia, which will be included in Q2 production numbers.
Saudi Arabia is a key overseas hub for Lucid. Last year, Lucid opened its first international manufacturing plant (AMP-2) in King Abdullah Economic City (KAEC), Jeddah, Saudi Arabia. In the initial phase, the company ships vehicles from its Casa Grande, Arizona, plant for final assembly at the new AMP-2 facility.
Lucid plans to eventually fully assemble vehicles at the plant, which will add an additional annual capacity of 150,000 cars.
According to Adrian Price, Lucid’s senior vice president, the second batch of Gravity models is ready to ship to Saudi Arabia.
Price posted on LinkedIn, saying, “Look at these beauties! Our second shipment of Lucid Gravity SUVs is ready to depart our factory in Arizona for Saudi Arabia!”
After reporting first-quarter earnings on Tuesday, Lucid reaffirmed its plans to produce 20,000 vehicles this year, more than double the roughly 9,000 units it made in 2024.
At its current pace, Lucid is on track to deliver around 12,500 vehicles this year, topping the roughly 10,200 it delivered in 2024.
Lucid ended the first quarter with about $5.76 billion in liquidity, which it said is enough to fund it through the second half of 2026, when it plans to launch its midsize vehicle. The company confirmed plans to launch production of its midsize platform in late 2026.
Marc Winterhoff, Interim CEO, said on the company’s earnings call that although he loves the Gravity, he thinks “the midsize platform is going to be an even bigger game change.”
The first two vehicles based on the platform are expected to be an electric sedan and SUV. Starting at around $50,000, Lucid’s midsize vehicles are expected to rival the Tesla Model 3 and Model Y. Former CEO Peter Rawlinson said the midsize platform will be “finally when we compete directly with Tesla.”
Lucid’s new Gravity electric SUV is available to order. The Grand Touring model starts at $94,900 and has up to 450 miles of range. A Touring trim will launch later this year, with prices starting at $79,900.
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Jonathan Raa | Nurphoto | Getty Images
Democrats turned up the pressure on President Donald Trump‘s cryptocurrency ventures this week and the fortune that he and his family are making off the efforts as a vote rolls forward on a key crypto bill.
Thursday’s vote on the GENIUS ACT, a bill to establish federal rules for stablecoins, will be a test of how far the crypto lobby‘s influence goes after it heavily backed Trump’s 2024 presidential campaign.
Even with limited power, Democrats are calling for probes into Trump-connected coins and backers, seeking financial records and blocking legislation.
On Capitol Hill Tuesday morning, California Rep. Maxine Waters, the top Democrat on the House Financial Services Committee, walked out of a hearing on digital asset allocation flanked by fellow Democrats, effectively shutting it down.
That same morning, Sen. Richard Blumenthal, D-Conn., sent letters announcing an initial inquiry into the Trump family’s expanding crypto empire, calling the Trump meme coin dinner contest a “pay-for-play scheme.”
Blumenthal, the ranking member of the Senate’s Permanent Subcommittee on Investigations, demanded records from Fight Fight Fight LLC. — the company behind the $TRUMP meme coin — and World Liberty Financial, a family-run crypto venture that recently announced plans to launch a stablecoin.
He called for documentation on ownership, revenue flows, and all communications with the White House, citing what he described as “unprecedented conflicts of interest and national security risks.”
Last month, the project ran a promotion offering top $TRUMP holders a dinner with the president and a “VIP White House tour,” a promise that sent the token’s price soaring after weeks of decline.
“President Trump’s financial entanglements to the $TRUMP coin, as well as the attempted use of the White House to host competitions to prop up the value of $TRUMP, represents an unprecedented, pay-to-play scheme to provide access to the Presidency to the highest bidder,” Blumenthal wrote.
Roughly 80% of the $TRUMP token supply is controlled by the Trump Organization and affiliates, according to the project’s website.
One of Blumenthal’s letters was addressed to Bill Zanker, the entrepreneur behind Fight Fight Fight, which controls a large portion of the $TRUMP token supply.
With the White House and both chambers of Congress controlled by Republicans, Democrats have little ability to push a legislative agenda or to lead investigations into potential malfeasance. But they’re betting that a coordinated effort to call out what they view as corruption in a formerly niche corner of the financial markets will resonate with a voter base that’s already souring on the president’s economic policies.
The White House responded to Blumenthal’s inquiry with a short statement from Deputy Press Secretary Anna Kelly to CNBC’s “Crypto World.”
“President Trump’s assets are in a trust managed by his children. There are no conflicts of interest,” she wrote.
Waters on Tuesday convened a Democrat-only session focused squarely on Trump’s meme coin and World Liberty Financial. Her decision to derail the primary hearing came after Rep. French Hill, R-Ark., chair of the House Financial Services Committee, rejected her request to include provisions in the Digital Asset Market Structure Bill aimed at blocking Trump from further profiting off digital assets while in office.
“I object to this joint hearing because of the corruption of the president of the United States — and his ownership of crypto and his oversight of all the agencies,” Waters said.
Kelly responded to Waters, saying that Trump was working to make America the “crypto capital of the world.”
‘Cultivate influence’
Waters introduced a discussion draft that would ban the president and members of Congress from owning crypto assets or financially benefiting from them.
In the Senate, Democrats on Tuesday unveiled the “End Crypto Corruption Act,” spearheaded by Sens. Jeff Merkley of Oregon and Chuck Schumer of New York, meant to prohibit elected officials and senior executive branch personnel and their families from issuing or endorsing digital assets.
“Currently, people who wish to cultivate influence with the president can enrich him personally by buying cryptocurrency he owns or controls,” Merkley said. “This is a profoundly corrupt scheme. It endangers our national security and erodes public trust in government.”
“Our democracy shouldn’t be for sale,” said Schumer, the Senate minority leader.
The bill has already garnered backing from key Senate Democrats and endorsements from watchdog groups including Public Citizen and Democracy Defenders Action.
Merkley and Sen. Elizabeth Warren of Massachusetts sent a letter this week to the Office of Government Ethics, demanding an urgent review of a reported deal between World Liberty Financial, crypto exchange Binance and a UAE state-backed fund called MGX. The senators warned that the deal could represent a “staggering conflict of interest,” violate federal bribery laws and raise national security concerns.
Abu Dhabi-based MGX is using the Trump stablecoin for a $2 billion investment in Binance, Reuters reported.
Warren also sent a letter to the OGE questioning a White House waiver granted to David Sacks, the White House AI and crypto czar.
Sacks, a venture capitalist who co-hosted a $1.5 million-a-head fundraiser this week for a Trump-aligned super PAC, reportedly splits his time between advising the president on crypto policy and running a firm with active investments in the digital asset space.
Under federal ethics law, such financial entanglements would typically bar him from shaping policy in the same sector.
But the Trump administration issued an ethics waiver asserting that Sacks’ holdings were “not so substantial” as to compromise his judgment — a claim Warren called unverifiable. In her letter, Warren demanded clarity from the OGE on whether it reviewed the waiver and whether Sacks still holds crypto-related financial interests that pose a conflict of interest.
Sacks said he sold over $200 million worth of digital asset-related investments personally and through his firm, Craft Ventures, before starting the job, according to a memo from the White House in March.
Legislation is becoming harder
The GENIUS Act was moving toward a Senate floor vote with bipartisan support until the weekend, when nine Senate Democrats pulled back, citing weakened anti-money laundering safeguards and new fears that Trump’s inner circle could financially benefit from the policy shift.
Democratic Sens. Ruben Gallego of Arizona, Mark Warner of Virginia, Andy Kim of New Jersey, and Lisa Blunt Rochester of Delaware, among others, said in a statement that they remained open to negotiation but wouldn’t support the bill in its current form.
“We are eager to continue working with our colleagues,” they wrote, but noted “we would be unable to vote for cloture should the current version of the bill come to the floor.”
Chris Dixon, General Partner at Andreessen Horowitz, discusses cryptocurrency during the TechCrunch Disrupt forum in San Francisco, October 2, 2019.
Kate Munsch | Reuters
The crypto industry is lobbying to push it forward.
“The GENIUS Act will protect consumers and increase transparency — a significant improvement on the status quo,” said Chris Dixon, managing partner in Andreessen Horowitz’s crypto practice, in a post on X. “Moving quickly on this and a market structure bill would provide long-overdue clarity for consumers and the industry so that we entrench dollar dominance and the U.S. remains the leader in blockchain technology.”
Stripe, which recently acquired stablecoin infrastructure startup Bridge Network for $1.1 billion, has also backed the bill. The company said as part of a press release on Tuesday that it “supports the development of a clear, consistent regulatory framework for stablecoins and welcomes the growing bipartisan interest in this issue.”
WATCH: Jack Mallers looks to rival Strategy with new bitcoin company backed by Tether and SoftBank
Electric boat developer Arc is venturing into the commercial sector by building an electric tugboat that will serve the Port of Los Angeles later this year. The retrofitted 26-foot ship will feature Arc Boats‘ electric powertrain and software technology.
Arc Boat Company was founded in January 2021 as a venture-backed startup based in Los Angeles, California, led by a team of former rocket engineers and EV experts from companies like SpaceX, Tesla, Rivian, and Lyft.
The company made (small, quiet waves ) in June 2022 with its first product – the Arc One, a limited edition all-electric cruiser. Less than 20 were built in total and quickly sold out. As an encore, the boatbuilder unveiled the Arc Sport – an electric wake boat with more power, technology, and ballast than its predecessor, back in February 2024.
That following May, we were invited aboard the Arc Sport and were (nearly) floored by the jolt of its 500 hp electric powertrain. Recently, Arc announced a new venture into the commercial segment, in which it is implementing its technology into an electric tugboat.
Arc to launch an electric tugboat in LA this summer
According to an update from Arc Boats, it is retrofitting a 26-foot tugboat with electric motors and massive lithium-ion battery packs to serve the Port of Los Angeles. The tugboat is being developed through a new partnership with Portland shipyard Diversified Marine Inc. and will feature the same high-voltage architecture in the Arc Sport.
In addition to the large batteries, the electric tugboat will be propelled by a 600 hp dual motor drivetrain and will be equipped with a modernized captain’s helm and real-time performance monitoring using Arc’s proprietary software.
When completed, the electric tugboat will operate around the Los Angeles and Long Beach port complex in California, which processes approximately 76% of all waterborne goods that move in and out of the West Coast, and 31% nationally.
As a leading port in the Western Hemisphere, Los Angeles and Long Beach have set goals to transition to zero-emission equipment by 2030 and zero-emission trucks by 2035, with harbor craft to follow thereafter. Arc’s research and development lead, Robert Binkowski, spoke about the company’s decision to retrofit a commercial tugboat with all-electric technology:
It just makes sense. This is the future of every port in the world. We’re not starting from scratch. We’re leveraging our substantial engineering resources and IP from our consumer platform. We want to make anything that lives full-time in the harbor zero-emission.
Arc said the electric tugboat features split assembly construction, enabling land transport via truck and crane. Arc shared that this initial retrofit will serve as a lesson in electrified boat integration that is already “informing designs for larger tugs.”
The revamped electric tugboat is expected to launch operations in the Port of Los Angeles as early as this summer, before Arc begins working on larger vessels later this year.
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