Tesla vote results: shareholders have approved his ~$55B in pay, says Musk
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.
The other shareholder proposals are interesting, but everyone’s attention has been on two in particular: whether to reapprove Musk’s previously-voided $55 billion pay package and whether to redomicile the company to Texas from Delaware.
Why this all started
These proposals date back quite some ways, with Tesla shareholders approving a massive compensation package for the CEO in 2018.
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.
In the wake of the Delaware Court of Chancery’s decision about his illegal pay package, Musk immediately threatened to move the headquarters to Texas.
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.
Spending $55 billion on a CEO who has been distracted for years and whose main actions since returning his focus to Tesla have been to fire everyone including important leadership and successful teams, push back an all-important affordable car project and holding Tesla’s AI projects hostage while shifting both resources and staff from Tesla to his private AI company, even as he claims that AI is the future of Tesla.
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.
I’d certainly prefer the collective effort of all those smart folks to 1/7th of the attention of a guy who has seemed more interested in advocating for the policies of a climate denying political party (that recently got expelled from the anti-immigrant EU party for being too racist even for them) than he has in running his largest company.
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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Kubota says its new KATR farm tractor concept raises the bar in autonomous, zero-emission farming – and it looks like they’ve convinced others, too. The robot just won “Best of Innovation” at the CES Innovation Awards.
Built as a follow-up to last year’s New Agri Concept electric autonomous farm tractor, the new Kubota KATR is a first of its kind, compact, four-wheeled robot with a stable cargo deck platform and stability control features that allow it to conduct work in demanding off-road agricultural and construction work environments, even on extreme hills and slopes.
The KATR was named best in the Industrial Equipment and Machinery product category by a panel of industry expert judges, including media, designers, and engineers who reviewed submissions based on innovation, engineering, aesthetics, and design.
Kubota seems pretty proud of themselves – and rightly so. “We have a long-standing philosophy that our products must be technically excellent, be productive and enjoyable for our customers, and also ensure the sustainability of limited resources. Ultimately, our goal is to improve the quality of life for individuals and society,” said Brett McMickell, Kubota North America Chief Technology Officer. “Given the versatility of the KATR, it has a wide range of applications specifically designed to enhance productivity in the agriculture and construction sectors.”
The KATR is designed to be powertrain agnostic – meaning it can be configured with either an electric or combustion engine, “reflecting Kubota’s commitment to customer choice without compromise.” As shown, it offers a load capacity of approx. 285 lbs. (just under 130 kg) and can be operated either remotely or with an onboard controller.
The CES Innovation Awards program is owned and produced by CTA, the host and organizer of the Consumer Electronics Show (CES), which is recognized worldwide for its innovation awards as it is the most influential tech event on a global stage. CES 2025 is set to run from January 7-10, 2025, in Las Vegas, Nevada – and, of course, we’ll be there (again).
Electrek’s Take
Population growth, while slowing, is still very much a thing that is happening – and fewer and fewer people seem to be willing to do the work of growing the food that more and more people need to eat and live.
Autonomous and remote operation technology like that found in Kubota’s latest concept farm tractors multiplies the efforts of the farmers that do show up for work every day, and the fact that it’s more sustainable from both a fuel perspective and a chemical perspective makes it a two-time winner in my book.
SOURCE | IMAGES: Kubota, via PR Newswire.
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We got to ride a pre-production model of a striking new e-bike/e-moped, the Owlet One, with lots of power in a small package.
We first met Owlet at Electrify Expo in Long Beach, CA, where we only had a couple minutes on its bike. But since the company is headquartered nearby in Los Angeles, they emailed us asking if we’d like a longer test ride, and delivered a bike to us for to spend a few hours on this time.
Just to set the stage for this ride: Owlet is a new brand, preparing to ship its first bike. So to start off, we rode a prototype, not the finished version. This means it may come with different features, and we’re not entirely sure when it will ship, either.
The first thing to notice about the Owlet One is its design, which certainly stands out immediately. The bike is made of aviation-grade aluminum, though is still quite hefty, tipping the scales at 84 lbs (but it felt even heavier in our hands).
On top of Owlet’s striking design, the bike is also somewhat of a unique shape and size. Despite offering a format that looks similar to an e-bike at first glance, it rides more like a small moped. This actually puts its 84lb weight into a different perspective – rather than being heavy for a bike, it can be thought of as light for a moped.
But photographs can’t encapsulate everything about the design of the Owlet, because it has one totally unique feature: an adjustable wheelbase.
This can be done by one person in under a minute, though requires a socket wrench and a small amount of elbow grease.
In practice, I found that the adjustable wheelbase probably won’t come up much for riding purposes. The longest wheelbase (or close to it) was the most comfortable and stable to me, and shorter wheelbases were a bit more of a novelty, especially on this powerful bike which can get a little squirrelly on the shorter settings.
Another issue is that it changes the angle of the kickstand, which means you can’t really use the kickstand outside of a narrow wheelbase range. The final bike will supposedly have a different kickstand design, but this will likely be an issue regardless of how it’s redesigned.
But it was good for making the bike small enough to fit into places you might not normally be able to fit a moped-style bike. Between its narrow handlebars and shrunk down to its smallest 44-inch-long setting, it fit into the back of both a Tesla Model Y and an Audi A3 wagon (both with seats down), but not quite into a Model 3 – which I’ve fit multiple normal-sized bikes into the back of, though with the front wheel removed. Though its hefty weight does mean it can be awkward to lift the bike in there in the first place.
And it’s got more power than you’d expect out of most e-bikes too. With a 750W motor (3000W peak), there’s plenty of get up and go, and plenty to keep you going even as you reach closer to its 30mph top speed. This top speed can be lowered through the bike’s computer, to fit your local regulations.
Speaking of regulations, the bike is officially categorized as a motorized scooter, rather than an actual e-bike, as it doesn’t have pedals. It’s in a similar category to electric kick scooters, so you need to have any class of driver’s license to ride it, though it can be used either on or off public roads (but check your area’s regulations for sidewalk use, helmet requirements, and so on).
The throttle we tested was a thumb throttle, though we would have preferred a twist throttle. The thumb throttle is just too twitchy, and on a bike with such peaky acceleration, it could get jumpy. This was especially true with shorter wheelbase settings. Owlet says there will be an option for a twist throttle when the bike ships, but we’d also like to see the software moderate acceleration on the very low end even with the thumb throttle.
And the bike is fully throttle-driven – there are no pedals, only pegs. Owlet plans to offer an option for pegs attached to the front to allow a different, more laid-back seating position.
I tested the bike with a few accessories I had laying around, but because of the Owlet’s unique design, not all of them would fit (the handlebar cupholder seen in some of my photos doesn’t come with the bike, for example, which has no bottle cage mount). You’ll probably want a backpack if you’re planning to carry things on this bike, rather than saddlebags or the like.
Owlet says the bike’s 1500Wh battery (made with 2170-format cells) can take you around 40-60 miles, and comes with a 350W charger for a ~5 hour charge. Based on our test ride, we think this range is reasonable or perhaps even conservative – but I’m also a pretty lightweight rider at 155lbs, and always remember that e-bike ranges vary widely depending on terrain and rider.
The seat has a very cool look to it and is comfortable to sit on, partially due to integrated seat suspension. The front fork also has 3.5 inches of suspension travel. I’d have liked for both suspensions to be a little looser, but that is again likely due to my relatively light weight.
All of this comes with a caveat: we rode a prototype here, not a final bike. So the bike was missing some final features, some features weren’t working (like the headlight), and so on. Owlet says that specifically the LCD and foot stands will be changed, but we imagine other tweaks are possible (we hope one of the LCD changes makes it easier to read with polarized sunglasses – it was a bit tough, which is true of many, but not all, bike computer screens).
Owlet also has plans for a future bike, the Owlet 2, which is more solidly in the moped category, with a less wild design and higher range and top speed. Owlet shared an early prototype fact sheet with us, but given the One is already a bit of a ways out from delivery, don’t hold your breath for the 2 yet.
In short, the Owlet is a fun, quirky ride with a very design-forward ethos. If you’re looking for a bike that doesn’t look like any other, it could be worth looking into. Though it’s definitely on the unorthodox side and you have to be willing to accept its eccentricities when compared to more conventional two-wheeled devices.
The company is taking $50 refundable deposits for its bike, which it has said it wants to ship around March – but it also says that it’s waiting for a minimum batch quantity of preorders first, and that shipments would take 3-6 months after that, so we imagine March could be optimistic. If you want to get in line, you can reserve one here.
The bike will cost $3,995, though early reservers can get it for $2,995, along with an engraved serial number and a 1 year warranty/service package. Owlet wants to have service locations around LA and possibly one in New York, to begin with. It will distribute the bikes by shipping them directly to customers.
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