Elon Musk, Chief Executive Officer of SpaceX and Tesla and owner of X speaks during the Milken Conference 2024 Global Conference Sessions at The Beverly Hilton in Beverly Hills, California, U.S., May 6, 2024.
David Swanson | Reuters
Tesla’s annual meeting on Thursday in Austin, Texas, will feature a final vote on a contentious proposal asking shareholders to “ratify the 100% performance-based stock option award to Elon Musk” granted in 2018.
Even if investors back the measure, the courts will have the last say.
The proposal, one of a dozen for shareholders to consider, is on the ballot because a Delaware court in January ordered the Tesla CEO’s compensation package to be rescinded. The pay package included performance-based stock options previously worth around $56 billion.
Judge Kathaleen McCormick found that Tesla’s board members lacked independence from Musk, failed to properly negotiate at arm’s length with the CEO and didn’t to give shareholders the full picture before asking them to vote on his 2018 pay plan.
Ann Lipton, a corporate and securities law trial attorney who now teaches at Tulane Law School, said shareholders aren’t in a position to overturn the judge’s ruling.
“Some people apparently believe (incorrectly) that a vote in favor will settle the legal disputes,” Lipton told CNBC in an email. “It won’t. It will make them more complicated.”
A vote to reinstate the pay plan would serve as a public relations win for Musk, who’s dealing with a host of major challenges at Tesla and beyond. The electric vehicle maker is mired in a sales decline due to an aging lineup, increased competition especially in China and brand deterioration that a recent survey attributed partly to Musk’s “antics” and “political rants.”
Large institutional investors, including CalPERS and CalSTRS (California’s giant retirement systems) as well as Norway’s Sovereign Wealth Fund and SOC Investment Group have come out staunchly against voting for the pay plan.
“The compensation is excessive when compared to executives at peer companies, highly dilutive to shareholders, and isn’t tied to the long-term profitability of Tesla,” CalPERS CEO Marcie Frost said in a statement on Wednesday.
By contrast, Tesla said in an April proxy filing that it’s heard from several institutional shareholders who disagreed with the court’s decision, and indicated they would support a vote to reinstate Musk’s pay package.
Sarath Sanga, a Yale Law School professor, said the proposal to ratify Musk’s pay plan is an effort by the company to fix what the court determined was a “defective process” under the 204 statute of Delaware business law.
“You need to have an independent board negotiating with the CEO, and then you need to submit all the proper details for a vote,” Sanga said. “The court said they didn’t. And it’s likely that even a majority vote for ratification will be challenged and require more judicial review.”
A resounding shareholder vote in favor of the pay plan could help Musk sway a court to give him the options in the future, Sanga noted.
Most Tesla shareholders had to submit their votes by the end of the day on Wednesday. Others in attendance are eligible to vote in person or online on Thursday.
In addition to the pay package vote, Tesla shareholders will also decide whether the company should move the site of incorporation out of Delaware, where most large publicly traded companies are incorporated, and into Texas, home to Tesla’s largest U.S. factory.
Musk’s recommendation that the company should move followed McCormick’s decision in the Delaware Chancery court.
Shareholders have also put forward a proposal asking Tesla to conduct “annual reporting on anti-harassment and discrimination efforts.” The company has asked investors to reject the proposal even though Tesla, and SpaceX, are facing private litigation along with state and federal probes over alleged sex and race discrimination.
Tesla shares have dropped 29% this year, badly underperforming the Nasdaq, which has gained 17%. Musk has been encouraging shareholders to look past the current state of its business and toward a future that he says will be all about artificial intelligence software, robotaxis and robotics.
“If somebody doesn’t believe Tesla’s going to solve autonomy, I think they should not be an investor in the company,” Musk said on the latest earnings call in April. He added, “We will, and we are.”
Musk has been making these kinds of pronouncements for years, and the company has yet to deliver.
He still has friends and believers.
Altimeter Capital CEO Brad Gerstner told CNBC’s “Half-Time Report” on Tuesday that he sees Tesla as a leader in self-driving technology.
“I think Elon has done an extraordinary job, and I think his advantage in AI and full self-driving relative to all the other manufacturers in the world is deeply under-appreciated,” said Gerstner, whose firm has a small position in Tesla.
While Musk has been promising software that can turn existing Tesla vehicles into self-driving cars since 2016, competitors including Pony.ai, Didi and Waymo have developed robotaxis and already operate commercial services.
Microsoft owns lots of Nvidia graphics processing units, but it isn’t using them to develop state-of-the-art artificial intelligence models.
There are good reasons for that position, Mustafa Suleyman, the company’s CEO of AI, told CNBC’s Steve Kovach in an interview on Friday. Waiting to build models that are “three or six months behind” offers several advantages, including lower costs and the ability to concentrate on specific use cases, Suleyman said.
It’s “cheaper to give a specific answer once you’ve waited for the first three or six months for the frontier to go first. We call that off-frontier,” he said. “That’s actually our strategy, is to really play a very tight second, given the capital-intensiveness of these models.”
Suleyman made a name for himself as a co-founder of DeepMind, the AI lab that Google bought in 2014, reportedly for $400 million to $650 million. Suleyman arrived at Microsoft last year alongside other employees of the startup Inflection, where he had been CEO.
More than ever, Microsoft counts on relationships with other companies to grow.
It gets AI models from San Francisco startup OpenAI and supplemental computing power from newly public CoreWeave in New Jersey. Microsoft has repeatedly enriched Bing, Windows and other products with OpenAI’s latest systems for writing human-like language and generating images.
Microsoft’s Copilot will gain “memory” to retain key facts about people who repeatedly use the assistant, Suleyman said Friday at an event in Microsoft’s Redmond, Washington, headquarters to commemorate the company’s 50th birthday. That feature came first to OpenAI’s ChatGPT, which has 500 million weekly users.
Through ChatGPT, people can access top-flight large language models such as the o1 reasoning model that takes time before spitting out an answer. OpenAI introduced that capability in September — only weeks later did Microsoft bring a similar capability called Think Deeper to Copilot.
Microsoft occasionally releases open-source small-language models that can run on PCs. They don’t require powerful server GPUs, making them different from OpenAI’s o1.
OpenAI and Microsoft have held a tight relationship shortly after the startup launched its ChatGPT chatbot in late 2022, effectively kicking off the generative AI race. In total, Microsoft has invested $13.75 billion in the startup, but more recently, fissures in the relationship between the two companies have begun to show.
Microsoft added OpenAI to its list of competitors in July 2024, and OpenAI in January announced that it was working with rival cloud provider Oracle on the $500 billion Stargate project. That came after years of OpenAI exclusively relying on Microsoft’s Azure cloud. Despite OpenAI partnering with Oracle, Microsoft in a blog post announced that the startup had “recently made a new, large Azure commitment.”
“Look, it’s absolutely mission-critical that long-term, we are able to do AI self-sufficiently at Microsoft,” Suleyman said. “At the same time, I think about these things over five and 10 year periods. You know, until 2030 at least, we are deeply partnered with OpenAI, who have [had an] enormously successful relationship for us.
Microsoft is focused on building its own AI internally, but the company is not pushing itself to build the most cutting-edge models, Suleyman said.
“We have an incredibly strong AI team, huge amounts of compute, and it’s very important to us that, you know, maybe we don’t develop the absolute frontier, the best model in the world first,” he said. “That’s very, very expensive to do and unnecessary to cause that duplication.”
President Trump’s new tariffs on goods that the U.S. imports from over 100 countries will have an effect on consumers, former Microsoft CEO Steve Ballmer told CNBC on Friday. Investors will feel the pain, too.
Microsoft’s stock dropped almost 6% in the past two days, as the Nasdaq wrapped up its worst week in five years.
“As a Microsoft shareholder, this kind of thing is not good,” Ballmer said, in an interview with Andrew Ross Sorkin that was tied to Microsoft’s 50th anniversary celebration. “It creates opportunity to be a serious, long-term player.”
Ballmer was sandwiched in between Microsoft co-founder Bill Gates and current CEO Satya Nadella for the interview.
“I took just enough economics in college — that tariffs are actually going to bring some turmoil,” said Ballmer, who was succeeded by Nadella in 2014. Gates, Microsoft’s first CEO, convinced Ballmer to join the company in 1980.
Gates, Ballmer and Nadella attended proceedings at Microsoft’s Redmond, Washington, campus on Friday to celebrate its first half-century.
Between the tariffs and weak quarterly revenue guidance announced in January, Microsoft’s stock is on track for its fifth straight month of declines, which would be the worst stretch since 2009. But the company remains a leader in the PC operating system and productivity software markets, and its partnership with startup OpenAI has led to gains in cloud computing.
“I think that disruption is very hard on people, and so the decision to do something for which disruption was inevitable, that needs a lot of popular support, and nobody could game theorize exactly who is going to do what in response,” Ballmer said, regarding the tariffs. “So, I think citizens really like stability a lot. And I hope people — individuals who will feel this, because people are feeling it, not just the stock market, people are going to feel it.”
Ballmer, who owns the Los Angeles Clippers, is among Microsoft’s biggest fans. He said he’s the company’s largest investor. In 2014, shortly after he bought the basketball team for $2 billion, he held over 333 million shares of the stock, according to a regulatory filing.
“I’m not going to probably have 50 more years on the planet,” he said. “But whatever minutes I have, I’m gonna be a large Microsoft shareholder.” He said there’s a bright future for computing, storage and intelligence. Microsoft launched the first Azure services while Ballmer was CEO.
Earlier this week Bloomberg reported that Microsoft, which pledged to spend $80 billion on AI-enabled data center infrastructure in the current fiscal year, has stopped discussions or pushed back the opening of facilities in the U.S. and abroad.
JPMorgan Chase’s chief economist, Bruce Kasman, said in a Thursday note that the chance of a global recession will be 60% if Trump’s tariffs kick in as described. His previous estimate was 40%.
“Fifty years from now, or 25 years from now, what is the one thing you can be guaranteed of, is the world needs more compute,” Nadella said. “So I want to keep those two thoughts and then take one step at a time, and then whatever are the geopolitical or economic shifts, we’ll adjust to it.”
Gates, who along with co-founder Paul Allen, sought to build a software company rather than sell both software and hardware, said he wasn’t sure what the economic effects of the tariffs will be. Today, most of Microsoft’s revenue comes from software. It also sells Surface PCs and Xbox consoles.
“So far, it’s just on goods, but you know, will it eventually be on services? Who knows?” said Gates, who reportedly donated around $50 million to a nonprofit that supported Democratic nominee Kamala Harris’ losing campaign.
AppLovin CEO Adam Foroughi provided more clarity on the ad-tech company’s late-stage effort to acquire TikTok, calling his offer a “much stronger bid than others” on CNBC’s The Exchange Friday afternoon.
Foroughi said the company is proposing a merger between AppLovin and the entire global business of TikTok, characterizing the deal as a “partnership” where the Chinese could participate in the upside while AppLovin would run the app.
“If you pair our algorithm with the TikTok audience, the expansion on that platform for dollars spent will be through the roof,” Foroughi said.
The news comes as President Trump announced he would extend the deadline a second time for TikTok’s Chinese-owned parent company ByteDance to sell the U.S. subsidiary of TikTok to an American buyer or face an effective ban on U.S. app stores. The new deadline is now in June, which, as Foroughi described, “buys more time to put the pieces together” on AppLovin’s bid.
“The president’s a great dealmaker — we’re proposing, essentially an enhancement to the deal that they’ve been working on, but a bigger version of all the deals contemplated,” he added.
AppLovin faces a crowded field of other interested U.S. backers, including Amazon, Oracle, billionaire Frank McCourt and his Project Liberty consortium, and numerous private equity firms. Some proposals reportedly structure the deal to give a U.S. buyer 50% ownership of the company, rather than a complete acquisition. The Chinese government will still need to approve the deal, and AppLovin’s interest in purchasing TikTok in “all markets outside of China” is “preliminary,” according to an April 3 SEC filing.
Correction: A prior version of this story incorrectly characterized China’s ongoing role in TikTok should AppLovin acquire the app.