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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Flying cars are no longer just for the movies. Alef Aeronautics has begun building the first electric flying cars for customers, which are being hand-made in California.
Electric flying cars are real and hand-made in the US
It sounds like something from The Jetsons or Harry Potter, but flying cars are becoming a reality. Alef has been developing all-electric flying cars for about a decade now.
After unveiling a prototype in 2016, the company secured backing from early Tesla and Bitcoin investor Tim Draper. Draper became a pioneering investor and mentor to the team.
The big funding round propelled Alef to create not just a toy, but a flying car that can be used as an everyday commute vehicle.
In 2018, the company’s first full-size “skeleton” was flown, and the following year, the first prototype was shown to a group of investors.
Alef introduced its first model, dubbed the Model A, in 2022, a 100% electric flying car that can drive 220 miles with a 110-mile flight range.
Less than a year later, it became the first to receive a Special Airworthiness Certification from the US Federal Aviation Administration while securing its first pre-orders from a car dealership.
We got our first look at the flying car in action earlier this year after Alef released a video of an ultralight Model A jumping over other vehicles, including a Tesla Cybertruck (see the video below). According to Alef, it was the “first-ever video in history of a car driving and vertically taking off.”
In its mission to make flying cars a reality, the California-based startup announced another major milestone on Monday.
Alef said it has begun manufacturing the first flying cars for customers at its facility in Silicon Valley, California. The first models are being hand-made and will be delivered to just a few early customers “for the purpose of testing flying cars in the real world environment,” according to Alef.
The company plans to train and support early adopters, using lessons learned as it ramps up production and deliveries.
“We are happy to report that production of the first flying car has started on schedule,” Alef’s CEO, Jim Dukhovny, said at the event.
Alef claims its flying cars are “100% electric, drivable on public roads, and has vertical takeoff and landing capabilities.”
The startup has already received 3,500 pre-orders, which it says is worth $1 billion. Alef’s flying car is expected to start at around $299,999. You can pre-order one on Alef’s website with a $150 deposit, or you can secure a spot in the priority queue for $1,500. The first customer deliveries are expected to begin in 2026.
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Ford is promising that more affordable EVs are coming soon. A new partnership will include two Ford-branded electric vehicles, but that’s just the start.
Ford and Renault partner up on affordable EVs
“We know we’re in a fight for our lives,” Ford’s CEO Jim Farley warned on Monday (via CNN) before announcing a landmark partnership with Renault to develop more affordable EVs and fend off surging Chinese brands like BYD and SAIC’s MG.
Ford said the new partnership is “a first step,” as part of a broader restructuring in the region. The plans include two new Ford-branded EVs, based on Renault’s Ampere platform.
Although they will share underpinnings with the popular Renault 5, the American automaker will lead the design to “ensure these vehicles are distinctly Ford.”
The first is expected to be an electric successor to the widely popular Fiesta, while the second is rumoured to be a small EV crossover, similar to the Renault 4.
Ford didn’t offer specifics, but said the first vehicles will begin arriving in showrooms in 2028. Farley told reporters that the new EVs will be smaller than anything planned for the US, as it seeks to fill a critical gap in its European lineup.
“As an American company, we see Europe as the frontline in the global transformation of our industry,” Farley said, adding that “how we compete here will write the playbook for the next generation.”
The partnership will also include jointly developing Ford and Renault-branded commercial vehicles using common platforms.
Ford’s current EV lineup in Europe consists of the Electric Explorer and Capri, which share a platform with the Volkswagen ID.4 and ID.5, and the Puma Gen E.
The news comes just a day after Farley warned that the EU’s emissions rules are “risking the future” of the auto industry.
Electrek’s Take
Ford initially backed the EU’s push to have all-electric vehicle sales in the region by 2035, but now it’s blaming slower-than-expected EV demand and calling for looser rules.
Farley has warned several times now that Chinese automakers, like BYD, are an “existential threat” to the auto industry. As part of its restructuring, Ford has already announced plans to cut thousands of jobs in Europe while reducing output at its Cologne EV facility.
Ford’s share of European passenger car sales has plummeted from 6.1% in 2019 to just 3.3% through October of this year.
Although the company is blaming slower EV demand, electric vehicles are still gaining ground in Europe. Through October 2025, nearly 1.5 million EVs were registered in Europe, accounting for 16.4% of the market. That’s up from around 13.2% through the first 10 months of 2024.
Meanwhile, the combined share of petrol and diesel cars fell to 36.6% from 46.3% over the same period.
Are EV sales slowing? Or, is it a Ford problem? The new alliance with Renault to build more affordable EVs will be critical to Ford’s comeback in the region.
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