Tesla has filed a proxy with shareholders to ask them to vote for the company to move its state of incorporation to Texas and re-pass Elon Musk’s 2018 CEO massive compensation plan that was rescinded by a Delaware judge earlier this year.
It’s a complicated issue, but in short, the judge found that Tesla’s board and Musk didn’t play by the rules of a public company when it presented the plan to shareholders.
The judge found that Tesla had governance issues when coming up with compensation plan and those issues were not communicated to shareholders before voting on the plan.
The Delaware court found that this invalidated the vote, and therefore, Tesla had to rescind the compensation plan worth roughly $55 billion in stock options to Musk.
The company signaled that it would appeal, but Musk also highlighted another strategy. The CEO blamed the ruling on a “politically motivated judge” in Delaware and suggested that Tesla could move its state of incorporation to Texas and have shareholders vote on the package again.
That’s exactly what Tesla is doing right now.
The automaker released a proxy statement to shareholders in preparation for its upcoming 2024 shareholders meeting in June, and the two main items on the agenda are moving Tesla to Texas and re-passing Musk’s compensation plan.
Tesla’s Chairwoman, Robin Denholm, wrote the opening to the proxy and said about the case that had Musk’s compensation package rescinded:
The Tornetta Court decided, years later, that the CEO pay package was not “entirely fair” to the very same stockholders who voted to approve it — even though approximately 73% of all votes cast by our disinterested stockholders voted to approve it in 2018. Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value. That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it.
Denholm, who was on the compensation committee that approved the package, didn’t address the actual concerns in the judge’s finding about Tesla’s governance issues that led to the judgment.
At the meeting, shareholders will also vote on the re-election of Kimbal Musk, Elon’s brother, and James Murdoch, former 21st Century Fox CEO, to Tesla’s board.
Tesla’s board recommend to vote for all those items and against all the shareholders proposals:
As a shareholder, I’d be tempted to vote for the compensation again, but not if Tesla didn’t get the message about governance, which it clearly didn’t based on Denholm’s presentation of the issue.
She only states that the court found that the package “was no entirely fair”, which is a gross misrepresentation of the court’s findings.
The court found that Tesla’s board misrepresented the package to shareholders in the original proxy presenting the compensation package, and now she does it again in this one. Musk and his lawyer, who was also Telsa’s own general counsel at the time, were behind the compensation package, which Tesla didn’t seem to negotiate in any significant way.
It was approved by people who weren’t just friends of Elon but also people who had personal financial dealings with him outside of Tesla – clearly making them not independent despite their description as such by the board.
Ironically, Denholm was probably the only board member at the time that could have been described as independent, but she was also getting a juicy new compensation plan at the time – incentivizing her to approve Elon’s.
The sun has set on a frantic day of scrutineering at this year’s Electrek Formula Sun Grand Prix (FSGP), as teams scramble to qualify for a spot on the starting line tomorrow morning. Electrek FSGP 2025 is shaping up to be one of the event’s most attended ever, thanks to a strong showing of first-time and returning schools. But that also means new and unproven vehicles on the track.
Today, I walked through a couple of bays and talked with a few of the teams able to spare a minute; almost all of them were debuting completely new cars that were years in the making. Building a solar car is no easy feat. It’s not just the engineering and technical know-how that’s often a hurdle for them; it’s more often monetary. However, one of the things that makes this event so special is the camaraderie and collaboration that happen behind the scenes.
Northwestern University is back with a completely new car this season, its eighth since the team’s original inception in 1997 during the GM Sunrayce days. Its motor controller, which is responsible for managing the flow of power from the batteries to the motor, was given to them by the Stanford team. Stanford had extras and could spare one for Northwestern, which needed a replacement. It doesn’t stop there. Two members of the Northwestern team (Shannon and Fiona) told me four other teams helped them with a serious tire replacement around 1 a.m. Wednesday morning, saving them from missing important parts of scrutineering.
This is also an exciting year for the West Virginia team, which is celebrating its 35th anniversary as a solar car team, making them one of the oldest teams on the track. With age comes wisdom though: WV is competing again this year with its single-occupant vehicle, Sunseeker. The team ran into issues after last year’s American Solar Challenge (ASC) cross-country event when the vehicle’s control arm, an important part of the suspension that connects the wheels to the chassis, broke. They tell me this year they’re back with a completely redesigned control arm made of both aluminum and steel. Thank you, Hayley, John, and Izzy, for taking the time to talk.
Advertisement – scroll for more content
We’re also seeing new builds this year from the University of Florida, the University of Puerto Rico, NC State, and UC Irvine. Believe it or not, the latter team has never competed in an American Solar Challenge/Formula Sun Grand Prix. This is their first year. UC Irvine doesn’t expect to be on the starting line tomorrow but hopes to be on the track soon after.
University of Puerto RicoUniversity of California Irvine
On the other hand, we have tried-and-proven cars like my personal favorite, Polytechnique Montréal’s Esteban, which undergoes minor improvements each year. I talked a little bit with this team today, and they told me the car’s motor was dropped, disassembled, and cleaned in preparation for the event. Polytechnique Montréal has passed scrutineering and will appear on the starting line tomorrow.
Polytechnique Montréal
Teams that haven’t wrapped up scrutineering in the last three days can still complete it, though doing so will eat into time on track.
You can learn more about the different classes and the specific rules here.
I’ll continue to post more updates as the event continues!
2025 Electrek FSGP schedule
The 2025 Electrek FSGP will again be held at the National Corvette Museum Motorsports Park in Bowling Green, Kentucky, which, interestingly enough, General Motors occasionally uses for Corvette testing and development. A bit of a full-circle moment being so close to the company that started it all.
The event is open to the public and FREE to attend. Come see the solar car race up close!
Racing starts on July 3 from 10am to 6pm CT and continues through July 5 from 9am to 5pm CT.
Featured image via Cora Kennedy for Electrek FSGP/ASC.
Note: The Formula Sun Grand Prix is not in any way associated or affiliated with the Formula 1 companies, FORMULA 1 racing, or the FIA Formula One World Championship.
FTC: We use income earning auto affiliate links.More.
Tesla’s Q2 results are in, and they are way, way down from Q2 of 2024. At the same time, Nissan seems to be in serious trouble and the first-ever all-electric Dodge muscle car is getting recalled because its dumb engine noises are the wrong kind of dumb engine noises. All this and more on today’s deeply troubled episode of Quick Charge!
We’ve also got an awesome article from Micah Toll about a hitherto unexplored genre of electric lawn equipment, a $440 million mining equipment deal, and a list of incompetent, corrupt, and stupid politicians who voted away their constituents’ futures to line their pockets.
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.
If you’re considering going solar, it’s always a good idea to get quotes from a few installers. To make sure you find a trusted, reliable solar installer near you that offers competitive pricing, check out EnergySage, a free service that makes it easy for you to go solar. It has 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 share your phone number with them.
Your personalized solar quotes are easy to compare online and you’ll get access to unbiased Energy Advisors to help you every step of the way. Get started here.
FTC: We use income earning auto affiliate links.More.
“These ‘OpenAI tokens’ are not OpenAI equity,” OpenAI wrote on X. “We did not partner with Robinhood, were not involved in this, and do not endorse it.”
The company said that “any transfer of OpenAI equity requires our approval — we did not approve any transfer,” and warned users to “please be careful.”
Robinhood announced the launch Monday from Cannes, France, as part of a broader product showcase focused on tokenized equities, staking, and a new blockchain infrastructure play. The company’s stock surged above $100 to hit a new all-time high following the news.
“These tokens give retail investors indirect exposure to private markets, opening up access, and are enabled by Robinhood’s ownership stake in a special purpose vehicle,” a Robinhood spokesperson said in response to the OpenAI post.
Read more CNBC tech news
Robinhood offered 5 euros worth of OpenAI and SpaceX tokens to eligible EU users who signed up to trade stock tokens by July 7. The assets are issued under the EU’s looser investor restrictions via Robinhood’s crypto platform.
“This is about expanding access,” said Johann Kerbrat, Robinhood’s SVP and GM of crypto. “The goal with tokenization is to let anyone participate in this economy.”
The episode highlights the dynamic between crypto platforms seeking to democratize access to financial products and the companies whose names and equity are being represented on-chain
U.S. users cannot access these tokens due to regulatory restrictions.