The judge ruling over Elon Musk’s ~$55 billion CEO pay package, which some Tesla shareholders claimed was obtained without following proper governance rules, has decided to reject Tesla’s attempt to reinstate it with a shareholder vote.
Delaware Supreme Court could be next.
In 2018, Tesla shareholders voted for Elon Musk to get a historic new CEO compensation package that could be worth $55 billion for the executive if Tesla achieved remarkable growth in valuation and profits, which it did.
However, some shareholders argued that Musk unfairly secured this extremely generous compensation plan by misleading shareholders about the fact that the plan was being put together by an independent board and negotiated in good faith.
They filed a complaint in court in Delaware. The case went to trial in 2022, but it took a long time for the judge to give her decision.
Earlier this year, Delaware Chancery Court Chief Judge Kathleen St. J. McCormick sided with the shareholders after testimonies from everyone involved in the pay package negotiations, or lack of negotiations, and a thorough investigation of how it came about.
She determined that Musk was in control of the board during the time it granted him the pay package while the board members who approved the package were also granted historically large compensations, which they ended up partly reimbursing as part of a settlement from a separate lawsuit for excessive compensation.
McCormick found many governance irregularities, including the fact that the board members who supposedly negotiated the package were not independent of Musk, and even his personal lead on the compensation was his own divorce lawyer, who he had recently hired to be general counsel at Tesla.
The judge rescinded the compensation package, which included over $50 billion worth of Tesla stock options that the CEO had yet to exercise. She asked Tesla to go back to the drawing board, renegotiate the pay package in good faith, and present it properly to shareholders.
Instead, Tesla disagreed with the judge’s findings around governance issues and decided to present the same package while including the judge’s decision in the updated proposal and having Tesla’s shareholders vote on it again.
In June, Tesla shareholders voted to reapprove the package, albeit at a lower percentage than the original vote.
Tesla’s legal team believed the vote would “ratify” the compensation package and force the judge to vacate her decision to void the pay package. However, both Tesla’s lawyers and most corporate law scholars agreed that this would require a completely new way to address ratification.
McCormick listened to both sides this August, and we were awaiting her decision by the end of the year.
Today, the judge released her decision and she sided against Tesla’s argument again:
“The large and talented group of defense firms got creative with the ratification argument, but their unprecedented theories go against multiple strains of settled law.”
Beyond the ratification problem, the judge also said that she believes Tesla again misrepresented the situation to shareholders in the statements made around the new vote:
“Even if a stockholder vote could have a ratifying effect, it could not do so here due to multiple, material misstatements in the proxy statement.”
On top of her ruling on the compensation, she also ruled against the lawyers for the shareholders, who were asking for a ridiculous $5 billion in Tesla stock as their legal fee. Instead, she awarded them $345 million.
Tesla is likely to contest the ruling, which could move the case to the Delaware Supreme Court.
Electrek’s Take
As I wrote last summer, Elon Musk’s compensation package case will haunt Tesla for years. Even if you believe Musk deserves this package, Tesla’s approach to reinstating it was boneheaded and didn’t follow the law as I, and seemingly the judge and most Delaware corporate law experts, understand it.
Tesla, and more specifically Elon Musk, it’s hard to differentiate the two lately, which is part of the problem, are showing no intention to address their governance issues.
Let’s be clear: Elon could get paid somewhat easily here. Even as much or close to this amount. However, it needs to do it through the proper governance and respect the process.
Instead, Elon prefers to lie to shareholders and present the situation as politically motivated lawfare. It’s nonsense.
FTC: We use income earning auto affiliate links.More.
South Dakota’s Public Utilities Commission (PUC) has approved a 260-megawatt (MW) wind farm that will become one of the largest in the wind-friendly state.
Invenergy is developing the 68-turbine South Deuel Wind Energy Center on 29,000 acres in Deuel County in the state’s northeast. When it comes online in Q4 2026, it will be capable of powering more than 103,000 US households. Construction is expected to begin late this summer.
In 2021, Invenergy completed the 109-turbine Deuel Harvest Wind Farm (pictured), six miles north of South Deuel, which it sold to Atlanta-based Southern Power.
Invenergy says the new South Dakota wind farm will pump $78 million into landowner payments over the next 30 years, while local governments will see $38 million in property tax revenue. On the jobs front, the project is expected to create 243 construction jobs and support eight long-term operational roles.
Advertisement – scroll for more content
South Dakota is one of the most wind-friendly states in the US. In 2023, wind provided 55% of South Dakota’s total electricity generation, a larger share than any other state except Iowa, according to the US Energy Information Administration (EIA). Wind exceeded hydropower’s contribution to South Dakota’s in-state electricity generation for the first time in 2021, and it generated nearly three times as much electricity as hydropower in the state in 2023. In the same year, renewables generated 77% of South Dakota’s total in-state electricity net generation (including small-scale solar).
To limit power outages and make your home more resilient, consider going solar with a battery storage system. In order to find a trusted, reliable solar installer near you that offers competitive pricing, check outEnergySage, a free service that makes it easy for you to go solar. They have hundreds of pre-vetted solar installers competing for your business, ensuring you get high-quality solutions and save 20-30% compared to going it alone. Plus, it’s free to use and you won’t get sales calls until you select an installer and you share your phone number with them.
Your personalized solar quotes are easy to compare online and you’ll get access to unbiased Energy Advisers to help you every step of the way. Get startedhere. –trusted affiliate link*
FTC: We use income earning auto affiliate links.More.
On today’s fiery episode of Quick Charge, it’s all bad news for Elon as Tesla sales continue to plunge in Europe, the pump fails to stop the TSLA stock price slide, and people set fire to dealers. Plus: BMW takes the top two spots in the J.D. Power EV owner satisfaction survey.
Tesla shareholders were hoping today’s claims of 10x growth in the coming years would help goose TSLA stock prices, but they slid instead as BMW took the top two spots in the J.D. Power EV owner satisfaction survey and GM launched an all-new, affordable Chevy Spark EUV.
New episodes of Quick Charge are recorded, usually, Monday through Thursday (and sometimes Sunday). We’ll be posting bonus audio content from time to time as well, so be sure to follow and subscribe so you don’t miss a minute of Electrek’s high-voltage daily news.
Advertisement – scroll for more content
Got news? Let us know! Drop us a line at tips@electrek.co. You can also rate us on Apple Podcasts and Spotify, or recommend us in Overcast to help more people discover the show.
FTC: We use income earning auto affiliate links.More.
Less than a week after Kia unveiled the EV4, we are already getting our first look at the sporty GT model. When it arrives, the GT variant is expected to be one of the most affordable electric sports cars and what could be Kia’s most powerful vehicle yet. But can it keep up with the Tesla Model 3 Performance?
The EV4 is Kia’s first electric sedan and hatchback. During its EV Day last week (see our recap), Kia showcased four EV4 models, two sedan and two hatchback trims.
Each had a standard and GT-Line model. Now, we are getting our first look at the high-performance GT version. Remember when the EV6 GT arrived in 2022 as “the most powerful Kia production vehicle ever?”
With 576 horsepower, the sporty EV6 GT can sprint from 0 to 60 mph in just 3.4 seconds. That’s faster than your average Ferrari or Lamborghini, and it’s about half the cost starting at just over $60,000.
Advertisement – scroll for more content
Well, the EV4 GT will likely be an even bigger hit with an expected lower price tag and what could be even more power.
After Kia’s electric sports car was spotted in public for the first time, we are learning a few upgrades you can expect to see. The video, courtesy of HealerTV, shows a camouflaged model testing in Korea. However, the orange light on the side of the bumper indicates it is actually an export model.
First look at the Kia EV4 GT electric sports car
At a quick glance, it looks just like the EV4 GT-Line. Looking closer, you can see Kia upgraded the EV4 with sporty wheels (what appears to be 20″), giving it a similar look to the K8.
The interior will feature Kia’s new ccNC (connected car Navigation Cockpit), which includes dual 12.3″ driver display and infotainment screens with wireless Apple CarPlay and Android Auto.
Kia EV4 spotted for the first time in Korea (Source: HealerTV)
You can expect to see the most significant differences in the interior and in performance. Like Kia’s other GT models, the EV4 is expected to feature a dual-motor AWD powertrain, but exact specs will be revealed closer to its official launch.
The upgraded EV6 GT, launched in Korea in November, now packs 641 horsepower and 561 lb-ft of torque (when Launch Control is active), thanks to improved front and rear electric motors.
It also gets redesigned front and rear bumpers, suede-trimmed sport bucket seats, and a heat pump (standard on all AWD trims).
Like Hyundai’s IONIQ 5 N, the new EV6 GT includes a Virtual Gear Shift (VGS) that simulates the sounds and feel of a sports car engine. We got a look at it in action in December after HealerTV got their hands on one to try it out.
Kia EV4 interior (Source: Kia)
We’ll have to wait for the official word on prices, but with the EV4 slotted below the EV6 in Kia’s lineup, the GT model will likely cost around $50,000 to $55,000. That’s much less than your average sports car. The standard EV4 is expected to hit the market later this year, starting at around $35,000 to $40,000.
In comparison, the Tesla Model 3 Performance AWD starts at $54,990 with 510 horsepower, good for a 0 to 60 mph sprint in 2.9 seconds.
Would you buy Kia’s electric sports car for around $50,000? Drop us a comment below and let us know what features and specs you’d be looking for. Check back soon for more. We’ll keep you updated with the latest.
FTC: We use income earning auto affiliate links.More.