With Tesla’s shareholder meeting still hours away, Tesla CEO Elon Musk shared charts suggesting that shareholders have approved two controversial ballot measures.
With Tesla’s shareholder meeting coming tomorrow, Tesla has been spending the last several weeks campaigning hard to get shareholders to vote. There are multiple shareholder proposals on the ballot, along with votes to reapprove two of Tesla’s board members who have been much criticized for their close ties to Elon Musk – Kimbal Musk, Elon’s brother; and James Murdoch, a friend of Elon and son of Rupert Murdoch, one of the world’s most prominent climate deniers.
However, that package was later voided in the Delaware Court of Chancery, as it was found to be improperly given. The court found that Tesla’s board was not independent enough (the two board members mentioned above were given as examples of non-independent board members), and that Tesla did not properly inform shareholders of the details of the deal.
Soon after that, the Tesla board (with many of the same members as 2018, though also with some new ones) decided to bring this question of Musk’s pay back to current shareholders (with some of the same shareholders as 2018, but many new ones), along with the question over whether to move the company’s state of incorporation to Texas, rather than Delaware.
Why Delaware, anyway?
Delaware is an extremely popular state for companies to incorporate in – with a majority of US businesses, both large and small, choosing it to incorporate – as it is quite business-friendly with numerous benefits for businesses that incorporate there.
We spoke with Samantha Crispin, a Mergers & Acquisitions lawyer with Baker Botts, this week in advance of the vote, who told us that one of the main draws of Delaware is its many years of established caselaw which means businesses have more predictable outcomes in the case of lawsuits.
However, Crispin said, lately, some other states, primarily Texas and Nevada, have been trying to position themselves as options for businesses to incorporate in, though neither has nearly the history and established processes as Delaware does. Texas wants to establish a set of business-friendly courts, but those courts have not yet been established, which means there is no history of caselaw to draw on.
The campaigning process
For the last several weeks, Tesla has been pushing the vote – even spending ad money to influence shareholders to vote in favor of the pay and redomiciling proposals.
Part of the reason for this is because while the pay package only requires 50% of votes cast to pass, the redomiciling proposal requires 50% of total shares outstanding. So if turnout is low, then there’s no way the latter can pass, even if the former still can.
And the discussion was quite heated – Tesla shared statements from many prominent investors in support of the proposals, though we also saw major pension funds and proxy advisory firms recommending that shareholders vote against.
The deadline to vote remotely was just before midnight, June 12, Central time. It is still possible to vote shares in person tomorrow, physically at the shareholder meeting in Texas, but most of the counting will have been done by then.
Musk leaks results of upcoming vote
So tonight, a couple hours before the deadline, Musk shared what he claimed are the tentative results of the vote on twitter:
Musk states that “both” resolutions are passing, but leaves out multiple other resolutions that are on the ballot – ones about director term length, simple majority voting, anti-harassment and discrimination reporting, collective bargaining, electromagnetic radiation, sustainability metrics, and mineral sourcing.
And while the charts aren’t all that precise, a few interesting trends are notable here.
First, there are significantly fewer votes in favor of the compensation package than the move to Texas. Currently about 2 billion shares voted for the Texas move, which is enough to pass the ~1.6 billion threshold for the vote to succeed (out of ~3.2 billion shares outstanding), but only about 1.35 billion voted for Musk’s pay package.
So Musk himself may be less popular than the knee-jerk Texas move he proposed. Part of that difference is accounted for by Musk’s 411 million shares, which aren’t allowed to vote on his own pay package, but that still leaves a gulf of several hundred million shares. We don’t know the total number of shares that weren’t allowed to vote on this measure, so we can’t really draw a conclusion there.
Second, there is a sharp turn upward on June 12, which suggests that many shares waited until the very last day to vote – and that those last-day voters were much more likely to be in favor of each proposal, as there is no similar last-day upturn of “no” votes.
Third, the total number of shares voted is somewhere on the order of ~2.2 billion, which is still only a ~70% turnout, which is high but not hugely higher than turnout has been in the past (63% is the previous high-water mark). This suggests that all the campaigning for turnout had some, but still relatively little effect at turning out more votes.
But if we assume that campaigning resulted in about a ~10% turnout boost, that’s some 300 million votes, and could have made the difference on either vote (which both seem like they passed by about that margin).
It’s also quite rare for any company to see shareholders vote against a board recommendation. Despite that these measures both passed, they each saw significant resistance, much higher than generally expected from corporate proceedings.
Some of this might change tomorrow with votes cast at the shareholder meeting itself – if many voters waited until the last moment remotely, there might be more who wait until the last moment tomorrow. And it is still possible for shareholders to change their votes up until the shareholder meeting happens, so things could (but are unlikely to) change.
But if these charts are to be believed, each of these proposals has already gathered enough votes to be a “guaranteed win” (the line for the pay package is lower due to the exclusion of Musk’s shares – and seemingly the exclusion of other shares, given the line is ~600 million shares lower than the line for the Texas move).
What’s Next?
You’d think that was the end of the article, but it’s not. Despite this vote finally being (almost) behind us, there are bound to be many legal challenges ahead.
The vote on the pay package can be thought more in an advisory capacity than anything. Tesla says it will appeal the original decision in Delaware, regardless of whether the Texas move passes. It will surely use today’s vote as evidence in that case, stating that shareholders, even when fully informed, are still in favor of the package.
But these proposals may be challenged in the same way as the original proposal was. There are still several members of the Tesla board who are close to Musk, and therefore aren’t particularly “independent” directors, which is thought of as important in corporate ethics. And Tesla did campaign heavily in favor of specific options to the point of spending ad money for it, which seems… sketchy.
And the very tweet we’re talking about in this article might come up in legal cases as well. Musk’s leaking of the vote – which he did both today just before the remote deadline, and a few days ago – is kind of a no-no. Disney did the same for a shareholder vote recently, and the ethics of that were questioned.
The problem is, leaks can influence a vote – and given the number of votes required to make both proposals successful only came in after Musk leaked results, that only gives more credence to the idea that these votes might have been influenced.
And then there’s the matter of the lawyers who won the compensation-voiding case in the first place. After saving the company’s shareholders $55 billion, those lawyers have asked for a $6 billion fee – a relatively low percentage as far as lawyers’ fees go, but many balk at the idea of paying a small group of lawyers so much money (after all, no single person’s effort is worth hundreds of millions of dollars, much less $55 billion… right?).
To say nothing of other possible lawsuits or SEC investigations that might be filed over the actions or statements made in the run-up to this vote.
The fact is, this situation is something we really haven’t seen before. Legal observers aren’t sure where this will go from here, and many in the world of corporate law are interested to see how it turns out.
The one thing everyone knows, though, is that this will drag on for quite some time. So grab your popcorn and buckle up, folks.
Electrek’s Take
Personally, these are both proposals that do not strike me as particularly good governance.
It doesn’t seem like money well spent, given that that same amount of money could be spent paying six-figure salaries to every last one of the ~14,000 fired employees… for 40 whole years.
As for the other proposal, moving to Texas is a question worth considering, but it’s just too premature given the long history of caselaw in Delaware. This is not the case with Texas, which is only just establishing the business courts that it’s trying to lure corporations to redomicile with. Texas says it will be very business-friendly, but we just don’t have any evidence other than statements to that effect.
So these are conversations worth having, but they weren’t had – this decision was made as a knee-jerk reaction by a spurned egomaniac, not after cold calculation of the benefits for the corporation.
But, here’s the rub. Those who have lost confidence in Musk’s ability to lead the company are disproportionately likely to have sold their shares already, especially while watching them slide in value more than 50% from TSLA’s highs (as Musk himself has repeatedly sold huge chunks of shares), and by almost 30% in this year alone.
This means that those who still hold shares would be disproportionately likely to vote in favor of the package, as they’re the ones who still have confidence in Musk despite his recent poor decisionmaking.
Despite to this self-selecting effect, and relatively low “yes” vote share compared to most board-certified proposals, Musk may take this vote as a vote of confidence in his leadership – when the true vote of confidence in his leadership is reflected in the stock slide in recent times, with more people selling than holding.
I think it’s quite clear that Musk’s recent actions, just a few of which were mentioned earlier in this Take, are not beneficial for Tesla’s health in either the long or short term. He’s too distracted with his other companies, with stroking his ego through his misguided twitter acquisition, and with acting as a warrior in any number of culture wars that are at best irrelevant, if not actively harmful, to his largest company’s success. And when the Eye of Sauro… I mean, Musk aims back in the direction of Tesla, he makes wild decisions that do not seem well-considered.
This is not what I would call the behavior of a quality CEO, and while some of us aren’t financially invested in the decisions made by Tesla, all of us in the world are invested in what happens in the EV industry, of which Tesla is an outsized player. It is necessary for the world that we electrify transport rapidly to avoid the worst effects of climate change, and Tesla has been the primary driver of moving the world towards sustainable transport for several years now.
But for some time now, that mission does not seem to be Musk’s primary focus, and that’s bad for EVs broadly, and bad for Tesla specifically.
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Customers at the GasWay Xpress Mart at 1120 Erie Blvd. pump gas on Wednesday, Dec. 3, 2025, in Schenectady, N.Y.
Lori Van Buren | Albany Times Union | Hearst Newspapers | Getty Images
Holiday road-trippers are feeling some relief at the pump this year.
The average price of unleaded gasoline in the U.S. has been below $3 a gallon for most of the month — the lowest level since 2021, according to AAA. The association said it’s shaping up to be the cheapest December for drivers filling up their tanks going back to the pandemic year of 2020.
Fuel prices are down about 7% from a month ago, AAA data shows, and have tumbled roughly 43% from mid-2022 highs near $5 a gallon that followed runaway inflation in the wake of the pandemic.
The latest slide in prices comes as AAA forecasts a record of more than 122 million Americans will travel at least 50 miles from home in the 13 days between Dec. 20 and Jan. 1. AAA found nearly nine of 10 people on the move during the period — or close to 110 million — are expected to travel by car.
The drop in pump prices may help mitigate the impact of lingering inflation elsewhere during the holiday season.
Just over 40% of those polled said they planned to spend less at the holidays this year, a 6-point increase from a year ago, according to CNBC’s All-America Economic Survey. Of those who are pinching pennies, 46% blamed the high cost of goods.
The national average masks wide, regional variances, as Hawaii and California both recorded average gas prices above $4 on Monday. In Oklahoma, meanwhile, a gallon came in just below $2.30.
Europe is pressing ahead with plans to ban Russian gas imports by the end of 2027, effectively capping Moscow’s energy future in the region and leaving a bevy of stranded assets in its wake.
The dual Nord Stream 1 and 2 subsea pipelines were early casualties of Russia’s invasion of Ukraine, with the infrastructure being sabotaged in late 2022 and the latter pipeline — costing $11 billion to build and aimed at doubling cheap Russian gas flows to Germany — never being certified for use.
There had been speculation that the major energy infrastructure could eventually be resurrected if, or rather when, the war between Russia and Ukraine ends and there’s a peace agreement between the parties.
However, talks to try to establish the grounds for a ceasefire have been moving at a snail’s pace with neither side willing to cross “red lines” regarding the permanent surrender of territory, be it sovereign or occupied. Speaking with British news website UnHerd, Vance said Monday that while the U.S. is going to “try to get this thing solved,” he “wouldn’t say with confidence that we’re going to get a peaceful resolution.”
Hopes of a deal have led to questions over what economic and energy links between Russia and the rest of the world could be re-established and, when it comes to Europe, whether a ceasefire could lead to areintegration of Russian gasand the resurrection of the Nord Stream gas pipelines.
Such a move would be highly contentious and divisive on the continent, given Russia’s full-scale invasion of Ukraine in 2022 and attempts in the region to wean itself off cheaper Russian gas.
In 2021, before the war, Russian imports accounted for about 45% of the European gas consumption. This year, estimates expect imports of 13%.
Ukraine would be outraged by any move that benefited its invader, and Poland has called for the pipelines — one of which has never been used — to be “dismantled.”
That said, Ukraine itself benefited from an older pipeline that passes through the country as it collected transit fees. The Russia–Ukraine gas transit agreement expired at the end of 2024, with the two countries opting not to renew it given the war. The Nord Stream pipelines were specifically designed to circumvent Ukraine and avoid such fees, but the transit agreement could be one of many levers to use during negotiations if the tap is turned back on.
The U.S. would likely baulk at the return of Nord Stream as it has hoped to muscle out Moscow and increase its market share of liquefied natural gas (LNG) sales to Europe. But Germany, which is directly connected to the pipeline and whose industries are struggling with high energy costs, might find the lure and return of Russian gas supplies hard to resist.
The European Council and Parliament in December struck a provisional agreement on regulation to phase out imports of Russian gas. It is set to implement a full ban on liquefied natural gas (LNG) and pipeline gas imports from the end of 2026 and autumn 2027, respectively.
Is Nord Stream salvageable?
The Danish Energy Agency in January granted permission for Nord Stream 2 to carry out preservation work on its damaged pipelines that are located within Denmark’s exclusive economic zone (EEZ) in the Baltic Sea.
“The purpose of the works is to prevent further gas blowout and the ingress of oxygenated seawater, that could potentially lead to corrosion,” the agency told CNBC, although the preservation works on Nord Stream 2 have not commenced yet.
The permit has been granted on a number of conditions, the agency said, that are intended to ensure safe operation of the pipeline. It added that, among other conditions, the company must submit an annual plan for the pipeline facility “so that the Danish Energy Agency can continuously monitor the company’s plans for the facility’s future.”
“Furthermore, all conditions in such permits would have to be fulfilled before the pipelines can be put into operation. The Danish Energy Agency has not received any such applications,” it said.
But are the Norstream pipelines even salvageable now?
Sergey Vakulenko, senior fellow at the Carnegie Russia Eurasia Center, told CNBC that the pipeline that was damaged in the sabotage incidents would need replacing in part, and the remaining undamaged one would not cost “much money at all” to resurrect.
“I think they’re still repairable, salvageable. So you could have to cut a few miles of [the damaged] pipeline and replace it. But this could be done,” he told CNBC in October.
“It could easily cost $1 billion or something like that, but there’s still one [pipeline] at operational strength so that could be used,” he said. Asked if the pipelines — which are filled with stagnant gas — are being looked after currently, Vakulenko said: “They’re not looked after at all.”
Can Europe stomach Russian gas, again?
Whether Europe could resume purchases from Russia again is the big question.
“Each of the Nord Streams [pipelines] were 55 million cubic meters. So that one remaining is 27.5 million cubic meters … and that’s probably the top of what Europe would be prepared to buy from Russia,” Vakulenko said.
He said that if there was a change of government in Russia and Putin was no longer president, Europe would be “quite willing to buy some Russian gas,” but not if the same amounts it was buying before.
“Then Nord Stream would come in handy. But that’s [a] very big ‘IF,'” he added.
“On the one hand, Europe, or at least there are parties [countries] in Europe, who wouldn’t mind having at least some Russian gas in the European energy mix for a number of reasons, to not be too reliant on U.S. supply. Russia is the lowest cost supplier to Europe,” he said.
The continent has not fully recovered from the energy crisis stemming from the full-scale invasion of its neighbour. The Dutch Title Transfer Facility, Europe’s main benchmark for natural gas prices, was double its pre-war prices in early 2025, per the IEA. Energy constraints are compounded further by the AI race, which has shifted public narratives from energy transition to energy addition.
“So if you’re not too squeamish to buy Russian gas, if you don’t have to hold your nose too tight by buying it, then sure, there’s a lot of commercial and economic reasons as to why [to do it]. If it becomes politically, ethically palatable, then there will be quite a lot of stimuli to do so, but that’s again for the time when there is indeed some rapprochement between Russia and Europe, and that’s [a] big ‘if’,” Vakulenko said.
However, Tancrede Fulop, utilities and renewables analyst at Morningstar, told CNBC that it would be too difficult to reintegrate Russian gas, at least in the short term, because of the fresh European legislation. He noted, however, that the legislation does include some exceptions for Hungary and Slovakia in emergency situations.
The policy shift was also rooted in a drive for energy independence after Russia’s “weaponisation of gas supplies,” the EU said. As a result, member states are likely to stay clear of an overreliance on one state going forward and instead invest in boosting overall domestic capacity.
Does Russia want European business?
Whether Russia would want to sell its gas to Europe is another looming question.
“Everybody thinks the energy crisis started with war in Ukraine, but it actually started in 2021,” Fulop said, noting several drivers of a cold winter, low wind speeds, and therefore high gas consumption.
Adding to the crisis was the fact that the EU was late to clear Nord Stream 2 for operations. “And so Russia started to reduce the flows of gas sent to the EU,” before the war started, he said. This suggests that the move from Russia may have been intended to add pressure on Europe to pick up the pace with Nord Stream 2.
On the other hand, “Russia is not in a very strong negotiating position,” according to Vakulenko. “For Russia, that gas is a stranded resource. So you could expect [that Europe] could negotiate a good deal.”
Russia has also looked to Asia as an alternative partner to Europe and has deepened ties with China via the Power of Siberia pipeline.
Even if a peace deal with Ukraine is reached, “the message is quite alarming” around another potential conflict with Russia, Fulop said, given the flouting of European airspace in recent months.
Ultimately, a renewed embrace of Russian gas “doesn’t seem like the most realistic scenario.”
It helps that gas prices have fallen lately, he added, perhaps with market watchers pricing in a peace deal. The EU will also benefit from the new export terminals in the U.S.
“This is bearish for gas prices, positive for Europe, and that could offset the end of Russian gas imports,” Fulop said.
A former coal mine in western Maryland is now generating solar power – and it’s the largest solar farm in the state. Competitive Power Ventures (CPV) has brought Maryland’s largest solar project online in Garrett County, turning reclaimed coal mine land into a source of clean electricity.
CPV Renewable Power, an affiliate of CPV, and investment partner Harrison Street Asset Management have started commercial operations at CPV Backbone Solar, a 160-megawatt solar project in western Maryland. The site sits on a reclaimed, decommissioned coal mine, turning previously disturbed land into a new source of clean power.
Construction of the project was handled by Vanguard Energy Partners, a solar engineering, procurement, and construction firm.
The project comprises approximately 324,000 solar panels and is expected to generate enough electricity to power around 30,000 homes. For Maryland, it adds new in‑state generation while giving former fossil fuel land a second life.
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CPV says that the project aims to demonstrate the role of brownfield redevelopment in the energy transition. The company’s CEO, Sherman Knight, said Backbone Solar shows “how brownfield redevelopment, innovative engineering, and strategic partnerships can meet complex project challenges and deliver new power generation in Maryland.”
Local officials have welcomed the project. Garrett County Board Chairman Paul Edwards said bringing the solar facility to the county helps protect the region’s natural landscape while also creating economic value for local residents.
CPV Backbone Solar also includes a community and environmental investment tied to the project. CPV has committed $100,000 over four years to the Deep Creek Watershed Foundation.
Backbone Solar becomes part of CPV’s growing renewable portfolio, which includes four operating wind and solar projects. The company also says it has a 4.8-gigawatt renewable development pipeline.
A second phase of the Backbone Solar project is already under construction. Once completed, it’s expected to increase the site’s total installed capacity from 160 MW to 175 MW.
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