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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Germany’s largest offshore wind farm hit a big milestone: The first turbine at EnBW’s He Dreiht project has produced its first kilowatt-hour of electricity and sent it into the grid.
More turbines are expected to come online over the coming weeks. European energy provider EnBW has already installed 27 of the wind farm’s 64 turbines, all of which are scheduled to be commissioned by summer 2026.
Peter Heydecker, EnBW board member for Sustainable Generation Infrastructure, described the November 25 milestone as a “significant moment for EnBW.” With 960 megawatts (MW) of total capacity, He Dreiht is now Germany’s largest offshore wind farm.
Vestas supplied the 15 MW turbines, marking their world debut. Nils de Baar, president of Vestas Northern and Central Europe, said the giant turbine’s technology sets a new standard for offshore wind. “Its efficiency and performance enable a significant increase in energy yield per turbine.”
Just one rotation of the 15 MW turbine’s rotor can power the equivalent of four households for a day. The hub stands 142 meters (466 feet) tall, and the rotor’s 236-meter (774-foot) diameter sweeps a 43,742-square-meter (10.8-acre) area — roughly the size of six football fields. To put the scale into perspective, EnBW’s first offshore project, Baltic 1 in 2010, used 2.3 MW turbines.
EnBW wrapped up the wind farm’s internal cabling in August. Those lines connect all the turbines and feed into a converter platform operated by transmission system operator TenneT. That’s where the power is collected, converted from AC to DC, and sent to shore through two high-voltage DC cables.
Once complete, He Dreiht will generate enough electricity to power about 1.1 million households. The project is being built without state funding and sits roughly 85 kilometers (53 miles) northwest of Borkum and 110 kilometers (68 miles) west of Heligoland. EnBW’s offshore office in Hamburg is coordinating the build.
A partner group made up of Allianz Capital Partners, AIP, and Norges Bank Investment Management owns 49.9% of the project. Total investment comes in at around €2.4 billion.
Read more: China’s surge pushes global wind toward fastest growth ever
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Environment
BYD tried crushing its $180K luxury SUV with a 2-ton tree and it barely left a mark [Video]
![BYD tried crushing its $180K luxury SUV with a 2-ton tree and it barely left a mark [Video]](https://i0.wp.com/electrek.co/wp-content/uploads/sites/3/2025/07/BYD-ultra-luxury-EV-Europe.jpeg?resize=1200,628&quality=82&strip=all&ssl=1)
The Yangwang U8L is among the most expensive Chinese vehicles, starting at about $180,000. To prove it’s built for just about anything, BYD dropped a 2-ton tree on it, three times, and the ultra-luxury pretty much brushed it off.
BYD drops a tree on its ultra-luxury SUV during testing
BYD launched the Yangwang U8L in September, a long-wheelbase version of the U8 off-road SUV. The U8 was first introduced in September 2023 as the first vehicle from BYD’s ultra-luxury sub-brand, Yangwang.
Yangwang is a new energy vehicle (NEV) brand that sells high-end plug-in hybrids (PHEVs) and 100% battery electric (BEV) vehicles as BYD expands into new segments.
The U8L is Yangwang’s fourth vehicle, following the U8, U9, and U7. It’s available in China with a quad-motor extended-range electric vehicle (EREV) system, delivering a CLTC range of 200 km (124 miles) on battery power alone.
A 2.0-liter turbocharged gasoline engine serves as a generator, delivering a combined CLTC range of 1,160 km (720 miles).
Measuring 5,400 mm in length, 2,049 mm in width, and 1,921 mm in height, the Yangwang U8L is even bigger than the Rolls-Royce Cullinan and Range Rover Long Wheelbase.
BYD’s ultra-luxury SUV is priced from 1.28 million yuan ($180,000), making it one of the most expensive models from a Chinese brand.
It may look pretty, but the Yangwang U8L is built for far more than just good looks. Like the U8, the long-wheelbase version is equipped with advanced features such as emergency float mode, which allows it to float on water for up to 30 minutes, tank turns, crab walking, and more.
To prove its durability, BYD engineers put the luxury SUV through the paces, dropping a massive 2-ton tree on it, not once, but three times.
During the final drop, the company said the maximum impact energy reached 50.4 kJ, or about 37,200 lb-ft. After three consecutive drops, the Yangwang U8L barely even got a scratch. The body structure remained intact, the door still opened, the columns didn’t bend, and the vehicle could even drive like normal.
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The White House will formally announce its planned hike in US fuel costs by $23 billion tomorrow, according to Reuters.
Since the beginning of this year, the occupants of the White House have been on a mission to raise costs for Americans.
This mission has encompassed many different moves, most notably through unwise tariffs.
But another effort has focused on changing policy in a way that will raise fuel costs for Americans, adding to already-high energy prices.
The specific rollback tomorrow focuses on a rule passed under President Biden which would save Americans $23 billion in fuel costs by requiring higher fuel economy from auto manufacturers. By making cars use less fuel on average, Americans would not only save money on fuel, but reduce fuel demand which means that prices would go down overall.
The effort to roll back this rule was initially announced on the first day that Sean Duffy started squatting in the head office of the Department of Transportation. Duffy notably earned his transportation expertise by being a contestant on Road Rules: All Stars, a reality TV travel game show.
Then in June, Duffy formally reinterpreted the Corporate Average Fuel Economy (CAFE) standard, claiming falsely that his department does not have authority to regulate fuel economy.
Republicans in Congress even got into effort to raise your fuel costs, as part of their ~$4 trillion giveaway to wealthy elites included a measure to make CAFE rules irrelevant by setting penalties for violating them to $0. In addition, it eliminated a number of other energy efficiency and domestic advanced manufacturing incentives.
Duffy’s department then told automakers that they would not face any fines retroactively to 2022, which saved the automakers (mostly Stellantis) a few hundred million dollars and cost American consumers billions in fuel costs.
Tomorrow, Duffy is expected to make an announcement formally changing CAFE rules, lowering the required fuel economy for 2022-2031 model year vehicles, even despite all of the other changes in trying to make the rules unenforceable. The theory behind this would be to make it harder to later enforce the rules, and to allow automakers to get off with more pollution, and to increase fuel demand and fuel prices for longer until a real government returns to power and starts doing its job to regulate pollution.
We don’t know the specifics yet of what exactly the announcement will entail, but given the general trend of recent announcements, it will likely be a full rollback of the improvements to the rule made by President Biden.
Tomorrow’s announcement is expected to be attended by executives from the Big Three American automakers – GM, Ford, and Stellantis (formerly Chrysler).
Their presence on stage suggests that their prior commitments to energy efficiency and electrification were not serious, as they are now joining in an effort to increase your fuel costs, just to save themselves a few engineering dollars on having to provide something other than the disgusting, deadly land yachts that are a blight on the nation’s roads and are murdering pedestrians at a 50-year high.
Tomorrow’s announcement is just one many efforts currently being undertaken by executive departments to try to raise your fuel costs.
One of the largest is the EPA’s attempt to delete the “Endangerment Finding,” the government’s recognition of the scientific fact that climate change is dangerous to humans. The EPA is undertaking this effort so that it can then eliminate other rules intended to reduce pollution, with the goal of making you more beholden to fossil fuels.
Even the Energy Department’s own numbers, signed off on by oil shill Chris Wright, say that changes sought by the White House will increase gas prices by $.76/gal.
Like most other governmental changes, today’s change will likely go up for public comment, as required by the Administrative Procedures Act. We’ll let you know when they do.
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