Tesla vote results: shareholders said ‘yes’ again to his ~$55B in pay, claims 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.
WSJ reported that many of these last votes are accounted for by Vanguard and Blackrock, both of whom waited until the last minute to cast their 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.
Despite to this self-selecting effect, 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 small selection 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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We knew SUPER73 had something new coming soon based on recent teasers dropped on the e-bike brand’s social media pages. But after the big unveiling of the new SUPER73 MZFT late last week, riders and fans have seemingly been left with more questions than answers regarding the new electric two-wheeler.
SUPER73 took to the Moto Beach Classic in Orange County, California, to roll out its newest model, which had already drummed up hype for an expected new platform.
The company delivered on that promise, showcasing the MZFT with its new frame and features, including multiple battery options and locking storage under the flip-up seat. While some familiar features remain, such as the rear hub motor, wide dual-sport tires, and rigid frame/fork setup, the new platform definitely looks like a novel swing at a moped-style electric bike that stays true to SUPER73’s design legacy.
But beyond the obvious Class 2 sticker on the frame – indicating a top speed of 20 mph (32 km/h) and an included throttle – SUPER73 has been tight-lipped about any other specs. The result is an unveiling that has left many scratching their heads and asking, “But what is it?”.
Without any real sizing information, we’re left to speculate from the bike’s proportions. The bike certainly looks smaller than the large, rugged SUPER73 bikes that dominated the brand’s flagship lineup for years.
A photo with several young boys on the MZFT series seems to nail the target crowd, likely positioning the MZFT as a smaller, teen-friendly e-bike designed for the quickly growing teen boy e-bike market.
Many cities in the US are now home to groups of teenagers that ride e-bikes in packs. The trend has proven divisive, with some praising the electric two-wheelers for getting more youths outdoors and away from screens, while others bemoan the tendency for these ‘e-bike gangs’ to stray from strictly following the rules of the road.
For its part, SUPER73 has been relatively proactive with its response to criticism, focusing on ensuring its new models maintain street legal compliance and even pushing updates to older models that removed the ability to unlock higher speeds, even to the chagrin of much of the brand’s customer base.
If SUPER73 is targeting the tween boy crowd, it could be a shot at attracting those young riders before they get swayed over to Sur Rons and other non-street legal e-motos, instead drawing them into class-correct e-bikes that still invoke the fun moto-styling. One of the bikes in the image above even has two boys seated together, which would explain the apparent mounting point for additional pillion pegs on the rear chainstays of the frame (though no pillion pegs are visible in the photos or renderings).
For now, we can’t say for sure exactly what these MZFT e-bikes will be packing under the hood, and we will have to await more news from SUPER73 regarding sizing, performance, and other specs.
But whatever the MZFT turns out to be, SUPER73 says the bikes will be hitting retail stores on November 8th and will become available online by November 10th, so we should know significantly more by then.
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The average US new car price crossed the $50,000 mark for the first time in September, according to new estimates from Kelley Blue Book (KBB). Prices have been climbing steadily for over a year, and the pace picked up this summer – but that hasn’t stopped Americans from buying.
KBB says September’s record average transaction price (ATP) was partly driven by luxury models and EVs, which pushed the market into record territory. EVs made up an estimated 11.6% of all new vehicles sold last month, which is also a record high. The average EV sold for $58,124 – up 3.5% from August’s adjusted figure.
In Q3, EV sales hit another milestone: 437,487 EVs were sold in the US, giving them a 10.5% market share. That’s nearly a 30% jump from the same period last year. With government-backed EV incentives expiring at the end of September, many buyers hurried to lock in their purchases.
Year-over-year, the average EV transaction price is basically flat, down just 0.4%. Incentives averaged 15.3% of ATP in September, or about $8,900 per vehicle – slightly lower than August but higher than a year ago, when incentives averaged 13%.
Tesla, which continues to dominate the EV market, saw an average ATP of $54,138 in September. That’s a slight dip from August and down 6.8% from a year earlier. With Tesla recently introducing the new Standard versions of the Model 3 and Model Y, KBB expects average prices across the segment to fall in the coming months. Erin Keating, executive analyst at Cox Automotive, thinks the market is “ripe for disruption.”
“It is important to remember that the new-vehicle market is inflationary. Prices go up over time, and today’s market is certainly reminding us of that,” said Keating. “The $20,000 vehicle is now mostly extinct, and many price-conscious buyers are sidelined or cruising in the used-vehicle market. Tariffs have introduced new cost pressure to the business, but the pricing story in September was mostly driven by the healthy mix of EVs and higher-end vehicles pushing the new-vehicle ATP into uncharted territory.”
Read more: US EV sales smash records in August as Tesla loses ground
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It’s official. The Genesis GV70 is about to get two new electrified options, including its first hybrid and extended-range (EREV) versions.
Two new Genesis GV70 electrified SUVs are coming soon
Genesis is turning 10, and it’s planning to go all out. Hyundai gave us a look at what’s coming last month during its CEO Investor Day.
The plans include Genesis expanding with new electrified powertrain offerings, including its first hybrid and extended-range electric vehicles.
Up until now, the luxury automaker has focused on fully electric (EV) or internal combustion engine (ICE) vehicles. By expanding into different electrified powertrains, Genesis hopes to attract new buyers to the brand while grabbing a bigger share of the luxury market.
Genesis will launch its first hybrid in 2026, the GV80. We knew the GV70 EREV would follow shortly after, but now it’s been confirmed that a hybrid model is also set to join the lineup.
We got our first look at the Genesis GV70 EREV last week. The vehicle was parked in South Korea and appeared to be nearly identical to the current model. Aside from a tag labeling it an EREV and a massive muffler at the back, it looks about the same as the Electrified GV70.
Now, we are finally getting a glimpse of the Hybrid version. The Genesis GV70 Hybrid was also caught by HealerTV in South Korea, this time with an HEV tag.
Like the EREV, the GV70 Hybrid is still covered in camouflage, but this time, you can see the vehicle has the brand’s sport package. The optional package adds sporty exterior and interior elements, including chrome around the Crest Grille and window trim.
The vehicle is still a prototype, so it could change by the time it reaches production form. However, as the reporter points out, the GV70 Hybrid could bring a unique new look to the GV70 series.
On the side of the tire, the letters “FL” are printed, which is typically shown on Hyundai vehicles set to receive a facelift.
Genesis is expected to launch the GV70 EREV in late 2026, followed by the Hybrid version sometime in early 2027.
According to Hyundai, the EREV will have a combined driving range of over 1,000 km (620 miles). Although it still runs on an electric motor, it will feature a small gas motor that acts as a generator to charge the battery and extend the driving range.
Genesis is betting on new electrified vehicles, including EVs, hybrids, and EREVs, to drive growth. The luxury brand aims to expand into up to 20 new European markets while gaining a bigger share of the US market. By 2030, Genesis aims to sell 350,000 vehicles.
Although it had planned to only offer fully electric vehicles from 2030, Genesis backed off on its commitment. Instead, it will use hybrids and EREVs as a bridge to an all-electric future.
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