Tesla launches website to convince shareholders to vote for Elon’s $55 billion payday
Tesla has launched a new website aimed at convincing shareholders to vote for reinstating Elon Musk’s $55 billion compensation plan.
Back in 2018, Tesla shareholders approved one of the biggest compensation plans of all-time: a $55 billion fully stock-based CEO compensation plan for Elon Musk.
In January, a judge sided with lawyers representing a Tesla shareholder alleging that Tesla’s board misrepresented the compensation package when presenting it 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 the compensation plan and those issues were not communicated to shareholders before voting on the plan.
Instead, Tesla claimed that the plan was negotiated by “independent board members” when it was found that some board directors had personal financial dealings with Musk outside of Tesla, amongst other things.
The Delaware court found that this invalidated the vote, and therefore, Tesla had to rescind the compensation plan.
Yesterday, Tesla told shareholders that it will ask them to vote on moving Tesla’s state of incorporation to Texas and then revote for Musk’s compensation plan without changing anything.
Now, Tesla has launched a new website called ‘SupportTeslaValue.com‘ to convince shareholders to vote for the package again.
The website opens up by claiming that giving the shares to Musk will “protect your investment and Tesla’s future”:
Most of the website is dedicated to the fact that the compensation plan was aligned with shareholders’ interests, super ambitious, and actually achieved the goals in the plan despite being super ambitious.
Virtually everyone can agree with all of that, but it’s not really what led the package to be rescinded.
The interests were aligned, but the judge did question the need for such a high compensation when Musk already owned more than 20% of Tesla at the time.
From the judge’s decision:
At a high level, the “6% for $600 billion” argument has a lot of appeal. But that appeal quickly fades when one remembers that Musk owned 21.9% of Tesla when the board approved his compensation plan. This ownership stake gave him every incentive to push Tesla to levels of transformative growth—Musk stood to gain over $10 billion for every $50 billion in market capitalization increase. Musk had no intention of leaving Tesla, and he made that clear at the outset of the process and throughout this litigation. Moreover, the compensation plan was not conditioned on Musk devoting any set amount of time to Tesla because the board never proposed such a term. Swept up by the rhetoric of “all upside,” or perhaps starry eyed by Musk’s superstar appeal, the board never asked the $55.8 billion question: Was the plan even necessary for Tesla to retain Musk and achieve its goals?
But the real issue is how the plan came about. The judge found that Musk was in control of Tesla and the board – leading to irregularities and how the plan was put together and negotiated.
That’s at the core of the judge decision and Tesla doesn’t really address it in its new SEC proxy statement and this new website.
This is the only section that sort of addresses it:
However, the testimonies from the Tesla board members, Musk, and everyone involved, led the judge to believe the work from the board wasn’t really “robust”.
For example, Todd Maron, a lawyer who represented Musk and formerly was his divorce lawyer, became Tesla’s general counsel when this plan was being negotiated:
The process leading to the approval of Musk’s compensation plan was deeply flawed. Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf. He had a 15-year relationship with the compensation committee chair, Ira Ehrenpreis. The other compensation committee member placed on the working group, Antonio Gracias, had business relationships with Musk dating back over 20 years, as well as the sort of personal relationship that had him vacationing with Musk’s family on a regular basis. The working group included management members who were beholden to Musk, such as General Counsel Todd Maron who was Musk’s former divorce attorney and whose admiration for Musk moved him to tears during his deposition. In fact, Maron was a primary gobetween Musk and the committee, and it is unclear on whose side Maron viewed himself. Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.
That alone is a weird thing: having your divorce lawyer become your auto company’s general counsel.
The judge also argued that the board didn’t really negotiate the deal proposed by Musk. They made a few changes to align it with Tesla’s internal goals, but the judge believed the change couldn’t be described as “concessions” by Musk:
In this litigation, the defendants touted as concessions certain features of the compensation plan—a five-year holding period, an M&A adjustment, and a 12- tranche structure that required Tesla to increase market capitalization by $100 billion more than Musk had initially proposed to maximize compensation under the plan. But the holding period was adopted in part to increase the discount on the publicly disclosed grant price, the M&A adjustment was industry standard, and the 12-tranche structure was reached in an effort to translate Musk’s fully-diluted-share proposal to the board’s preferred total-outstanding-shares metric. It is not accurate to refer to these terms as concessions.
Tesla shareholders are going to vote on the plan again in June, along with the move to Texas and the re-election of two board members, including Musk’s brother, Kimbal Musk.
Electrek’s Take
Before voting, Tesla shareholders should look at more than the proxy and Tesla’s new website.
You should really read the judge’s decision, which includes excerpts from testimonies from basically everyone involved. It does undoubtedly paint the most accurate picture of how the plan came about – certainly more than the board saying they met 15 times to discuss this plan.
That’s all I’m asking. Read the judge’s decision.
Here’s the judge’s decision in full:
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A worker carries out maintenance tasks at the Eustream gas facility on February 25, 2025 in Velke Kapusany, Slovakia.
Robert Nemeti | Getty Images News | Getty Images
The European Union on Thursday launched a fresh round of sanctions against Russia for its war in Ukraine, joining the U.S. by targeting Moscow’s energy infrastructure.
The package of measures, which member states approved on Wednesday evening, includes a ban on Russian liquefied natural gas (LNG) imports.
It comes shortly after U.S. President Donald Trump, in a major policy shift, announced new sanctions against Rosneft and Lukoil, two of Russia’s largest oil companies.
Trump told reporters on Wednesday that he felt it was the appropriate time to impose the measures, describing the sanctions as “tremendous” before adding that he hoped they wouldn’t be in place for long.
Kaja Kallas, the EU’s high representative for foreign affairs and security policy, welcomed the Trump administration’s sanctions on Russian oil companies, describing the policy as a “signal of strength.”
Speaking to CNBC’s “Europe Early Edition” on Thursday, Kallas said: “It is really depriving Russia of the means to fund this war and this is necessary to end this war.”
In a social media post, Kallas added that the EU’s latest sanctions package would target Russian banks, crypto exchanges and entities in India and China, among others.
European Commission President Ursula von der Leyen, meanwhile, said the bloc’s 19th package of sanctions, which were formally adopted on Thursday, would keep “the pressure high on the aggressor” of the Russia-Ukraine war.
“For the first time we are hitting Russia’s gas sector — the heart of its war economy. We will not relent until the people of Ukraine have a just and lasting peace,” von der Leyen said on Thursday.
Danish Foreign Minister Lars Lokke Rasmussen said the EU’s latest sanctions were a “decisive step” toward stopping Russia’s biggest revenue source of oil and gas, adding that U.S. sanctions on top will have a “severe impact” on the Russian economy.
The EU’s sanctions agreement, which took weeks to conclude, comes just hours before Ukrainian President Volodymyr Zelenskyy joins his European counterparts for a one-day summit in Brussels, Belgium.
Oil prices pop
Oil prices jumped more than 3% on Thursday morning, extending gains from the previous session.
International benchmark Brent crude futures with December expiry traded 3.3% higher at $64.66 per barrel, while U.S. West Texas Intermediate futures with December expiry stood at $60.46, also up around 3.3%.
Tamas Varga, an analyst at PVM Oil Associates, described Trump’s move to sanction Rosneft and Lukoil as “significant,” saying it is the first time Trump has sanctioned the Russian oil industry.
“The market reaction was understandably bullish. It must be noted, nonetheless, that whenever Russian producers were targeted in the past by the EU or by the G7, there have always been willing offtakers of Russian oil,” Varga told CNBC by email.
“Sanctions on oil suppliers are most effective when coupled with pressure on consumers. For this reason, India’s decision to significantly reduce its purchases of Russian oil is almost as significant as the US-imposed measures on Russian oil companies,” he added.
Rivian’s micromobility spinoff ALSO is attempting to make big moves in the small EV world, unveiling a new line of four-wheeled, pedal-assist electric quads aimed at both commercial and consumer markets. And in true Rivian fashion, these go beyond average cargo bikes, showing off sleek, tech-forward solutions ready to hit bike lanes instead of clogging up the streets.
The new platform is called the TM-Q, and it comes in two flavors: a commercial model and a consumer version. The commercial TM-Q is designed with delivery fleets in mind – think dense urban environments where full-size vans don’t make much sense anymore. ALSO says the quad is optimized for throughput, total cost of operations, and nimble handling in tight city spaces.
The consumer TM-Q, on the other hand, is pitched as a family-friendly alternative to a second car. It’s got space for errands, groceries, or even weekend fun, and it’s built with the same technology backbone as the delivery version. In other words, don’t think of this as a toy – it’s meant to be a seriously capable four-wheeled e-bike designed for real-world utility.
Perhaps the biggest news, though, is a multi-year partnership between ALSO and Amazon. The retail giant will deploy thousands of pedal-assist e-cargo quads across its 70+ micromobility hubs in the U.S. and Europe. The goals are lower emissions, reduced congestion, and quieter cities – all while maintaining fast, flexible delivery speeds.
“Amazon already operates more than 70 micromobility hubs in cities across the U.S. and Europe. Micromobility solutions like pedal-assist e-cargo quads allow us to quickly deliver to customers in dense, urban cities, while helping reduce traffic and noise,” said Emily Barber, Director of Amazon’s Global Fleet. “Similar to our Rivian EDV partnership, working with ALSO provides an opportunity to continue to innovate in this space, building on our delivery logistics experience, paired with their advanced technology, safety, and performance features.”
If the Rivian electric van was Amazon’s big bet on sustainable delivery vans, this is their small bet – though with potentially big impacts. With ALSO’s TM-Q platform now rolling into view to join industry leaders like EAV, the era of four-wheeled, bike-lane-legal electric microvans could be accelerating faster than we think.
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