Elon Musk, Chief Executive Officer of SpaceX and Tesla and owner of X speaks during the Milken Conference 2024 Global Conference Sessions at The Beverly Hilton in Beverly Hills, California, U.S., May 6, 2024.
David Swanson | Reuters
Tesla’s annual meeting on Thursday in Austin, Texas, will feature a final vote on a contentious proposal asking shareholders to “ratify the 100% performance-based stock option award to Elon Musk” granted in 2018.
Even if investors back the measure, the courts will have the last say.
The proposal, one of a dozen for shareholders to consider, is on the ballot because a Delaware court in January ordered the Tesla CEO’s compensation package to be rescinded. The pay package included performance-based stock options previously worth around $56 billion.
Judge Kathaleen McCormick found that Tesla’s board members lacked independence from Musk, failed to properly negotiate at arm’s length with the CEO and didn’t to give shareholders the full picture before asking them to vote on his 2018 pay plan.
Ann Lipton, a corporate and securities law trial attorney who now teaches at Tulane Law School, said shareholders aren’t in a position to overturn the judge’s ruling.
“Some people apparently believe (incorrectly) that a vote in favor will settle the legal disputes,” Lipton told CNBC in an email. “It won’t. It will make them more complicated.”
A vote to reinstate the pay plan would serve as a public relations win for Musk, who’s dealing with a host of major challenges at Tesla and beyond. The electric vehicle maker is mired in a sales decline due to an aging lineup, increased competition especially in China and brand deterioration that a recent survey attributed partly to Musk’s “antics” and “political rants.”
Large institutional investors, including CalPERS and CalSTRS (California’s giant retirement systems) as well as Norway’s Sovereign Wealth Fund and SOC Investment Group have come out staunchly against voting for the pay plan.
“The compensation is excessive when compared to executives at peer companies, highly dilutive to shareholders, and isn’t tied to the long-term profitability of Tesla,” CalPERS CEO Marcie Frost said in a statement on Wednesday.
By contrast, Tesla said in an April proxy filing that it’s heard from several institutional shareholders who disagreed with the court’s decision, and indicated they would support a vote to reinstate Musk’s pay package.
Sarath Sanga, a Yale Law School professor, said the proposal to ratify Musk’s pay plan is an effort by the company to fix what the court determined was a “defective process” under the 204 statute of Delaware business law.
“You need to have an independent board negotiating with the CEO, and then you need to submit all the proper details for a vote,” Sanga said. “The court said they didn’t. And it’s likely that even a majority vote for ratification will be challenged and require more judicial review.”
A resounding shareholder vote in favor of the pay plan could help Musk sway a court to give him the options in the future, Sanga noted.
Most Tesla shareholders had to submit their votes by the end of the day on Wednesday. Others in attendance are eligible to vote in person or online on Thursday.
In addition to the pay package vote, Tesla shareholders will also decide whether the company should move the site of incorporation out of Delaware, where most large publicly traded companies are incorporated, and into Texas, home to Tesla’s largest U.S. factory.
Musk’s recommendation that the company should move followed McCormick’s decision in the Delaware Chancery court.
Shareholders have also put forward a proposal asking Tesla to conduct “annual reporting on anti-harassment and discrimination efforts.” The company has asked investors to reject the proposal even though Tesla, and SpaceX, are facing private litigation along with state and federal probes over alleged sex and race discrimination.
Tesla shares have dropped 29% this year, badly underperforming the Nasdaq, which has gained 17%. Musk has been encouraging shareholders to look past the current state of its business and toward a future that he says will be all about artificial intelligence software, robotaxis and robotics.
“If somebody doesn’t believe Tesla’s going to solve autonomy, I think they should not be an investor in the company,” Musk said on the latest earnings call in April. He added, “We will, and we are.”
Musk has been making these kinds of pronouncements for years, and the company has yet to deliver.
He still has friends and believers.
Altimeter Capital CEO Brad Gerstner told CNBC’s “Half-Time Report” on Tuesday that he sees Tesla as a leader in self-driving technology.
“I think Elon has done an extraordinary job, and I think his advantage in AI and full self-driving relative to all the other manufacturers in the world is deeply under-appreciated,” said Gerstner, whose firm has a small position in Tesla.
While Musk has been promising software that can turn existing Tesla vehicles into self-driving cars since 2016, competitors including Pony.ai, Didi and Waymo have developed robotaxis and already operate commercial services.
A soldier walks next to a Tesla Cybertruck, which was donated to the National Guard, after powerful winds fueling devastating wildfires in the Los Angeles area forced people to evacuate, in the Pacific Palisades neighborhood on the west side of Los Angeles, California, U.S. Jan. 13, 2025.
Daniel Cole | Reuters
Tesla started offering discounts on new Cybertruck vehicles in its inventory this week, according to listings on the company’s website.
Discounts are as high as $1,600 off new Cybertrucks, with the reduced price depending on configuration, and up to around $2,600 for demo versions of the trucks in inventory, the listings show. Production of the angular, unpainted steel pickups has reportedly slowed in recent weeks at Tesla’s factory in Austin, Texas.
Deliveries of the unconventional pickup began reaching customers in 2023. CEO Elon Musk originally unveiled the Cybertruck in 2019 and said it would cost around $40,000, but its base price in the U.S. was closer to $80,000 over the course of 2024.
Wall Street previously viewed the Cybertruck as an important driver of growth for Tesla’s core automotive sales.
While the Cybertruck outsold the Ford Lightning F-150 last year in the U.S. and became the fifth best-selling EV domestically, according to data tracked by Cox Automotive, its high price, repeat recalls and production issues in Austin hampered growth. In November, Tesla initiated its sixth recall in a year to replace defective drive inverters.
As CNBC previously reported, Tesla’s deliveries declined slightly year-over-year in 2024, even as EV demand worldwide reached a record. A slew of new competitive models from a wide range of automakers eroded Tesla’s market share.
According to Cox data, full-year EV sales reached an estimated 1.3 million in 2024 in the U.S., an increase of 7.3% from the prior year. But Tesla’s sales for the year declined by about 37,000 vehicles.
The Tesla Model Y SUV and Model 3 sedan ranked as the top two best-selling EVs by a wide margin. But both older, more affordable Tesla models saw sales drop from the previous year. Cox estimated Tesla sold around 38,965 Cybertrucks in the U.S. last year.
In recent days, Musk apologized to customers in California for delays in delivering their Cybertrucks. He said the trucks are now being used to bring supplies and wireless internet service to people in Los Angeles impacted by devastating wildfires.
“Apologies to those expecting Cybertruck deliveries in California over the next few days,” Musk wrote on X. “We need to use those trucks as mobile base stations to provide power to Starlink Internet terminals in areas of LA without connectivity. A new truck will be delivered end of week.”
David Solomon, CEO of Goldman Sachs, speaks during the Reuters NEXT conference, in New York City, U.S., December 10, 2024.
Mike Segar | Reuters
Goldman Sachs CEO David Solomon says there’s an end in sight to the multi-year IPO drought.
“It’s going to pick up,” Solomon said on Wednesday, in an on-stage interview with Cisco CEO Chuck Robbins at a summit hosted by the computer networking company in Silicon Valley. “It’s been slow, it’s been turned off.”
Solomon, who flew to California for the event just after his Wall Street bank reported fourth-quarter results that blew past analysts’ estimates, said the capital markets broadly are showing signs of life ahead of President-elect Donald Trump’s inauguration next week.
The tech IPO market has largely been dormant since the end of 2021, when tech stocks started falling out of favor due to soaring inflation and rising interest rates. Mergers and acquisitions have been difficult in technology because of hefty regulation that’s restricted the ability for the biggest companies to grow through dealmaking.
Solomon said the mood is changing, and he expects momentum M&A as well as in IPOs.
“We have a more constructive kind of optimism, which always helps,” Solomon said. He later added that, “broadly speaking, I think it’s an improved business environment.”
Earlier in the day, Solomon said on his company’s earnings call that Trump’s election and a swing back to Republican power in Washington is already starting to make an impact in the business world. He noted on the call that “there is a significant backlog from sponsors and an overall increased appetite for dealmaking supported by an improved regulatory backdrop.”
Solomon’s comments on the call and at the Cisco event came on a day when the S&P 500 posted his biggest gain since November, helped by a tame inflation report and Goldman’s results. Goldman’s stock popped 6% on Wednesday.
While the stock market has had a strong two-year run and the S&P 500 and Nasdaq hit fresh records last month, IPOs have yet to see a resurgence. Cloud software vendor ServiceTitandebuted on the Nasdaq in December, marking the first significant venture-backed IPO in the U.S. since Rubrik in April.
“The values came down after 2021, people are growing back into those values,” Solomon said at the Cisco summit.
Some companies have said they’re ready. Chipmaker Cerebras filed to go public in September, but the process was slowed down due to a review by the Treasury Department’s Committee on Foreign Investment in the U.S., or CFIUS. In November, online lender Klarna said it had confidentially filed IPO paperwork with the SEC.
Though he’s bullish about what’s coming, Solomon said that there are structural reasons not to go public. He said 25 years ago there were roughly 13,000 public companies in the U.S., and today that number has come down to 3,800. There are higher standards around disclosure for being public, and there’s now tons of private capital available “at scale.”
“It’s not fun being a public company,” Solomon acknowledged. “Who would want to be a public company?”
If TikTok does indeed go dark on Sunday for Americans, there may be a tool for them to continue accessing the popular social app: VPNs.
The Chinese-owned app is set to be removed from mobile app stores and the web for U.S. users on Sunday as a result of a law signed by President Joe Biden in April 2024 requiring that the app be sold to a qualified buyer before the deadline.
Barring a last-minute sale or reprieve from the Supreme Court, the app will almost certainly vanish from the app stores for iPhones and Android phones. It won’t be removed from people’s phones, but the app could stop working.
TikTok plans to shut its service for Americans on Sunday, meaning that even those who already have the app downloaded won’t be able to continue using it, according to reports this week from Reuters and The Information. Apple and Google didn’t comment on their plans for taking down the apps from their app stores on Sunday.
“Basically, an app or a website can check where users came from,” said Justas Palekas, a head of product at IProyal.com, a proxy service. “Based on that, then they can impose restrictions based on their location.”
Masking your physical internet access point
That may stop most users, but for the particularly driven Americans, using VPNs might allow them to continue using the app.
VPNs and a related business-to-business technology called proxies work by tunneling a user’s internet traffic through a server in another country, making it look like they are accessing the internet from a location different than the one they are physically in.
This works because every time a computer connects to the internet, it is identified through an IP number, which is a 12-digit number that is different for every single computer. The first six digits of the number identifies the network, which also includes information about the physical region the request came from.
In China, people have used VPNs for years to get around the country’s firewall, which blocks U.S. websites such as Google and Facebook. VPNs saw big spikes in traffic when India banned TikTok in 2020, and people often use VPNs to watch sporting events from countries where official broadcasts aren’t available.
As of 2022, the VPN market was worth nearly $38 billion, according to the VPN Trust Initiative, a lobbying group.
“We consistently see significant spikes in VPN demand when access to online platforms is restricted, and this situation is no different,” said Lauren Hendry Parsons, privacy advocate at ExpressVPN, a VPN provider that costs $5 per month to use.
“We’re not here to endorse TikTok, but the looming U.S. ban highlights why VPNs matter— millions rely on them for secure, private, and unrestricted access to the internet,” ProtonVPN posted on social media earlier this week. ProtonVPN offers its service for $10 a month.
The price of VPNs
Both ExpressVPN and ProtonVPN allow users to set their internet-access location.
Most VPN services charge a monthly fee to pay for their servers and traffic, but some use a business model where they collect user data or traffic trends, such as when Meta offered a free VPN so it could keep an eye on which competitors’ apps were growing quickly.
A key tradeoff for those who use VPN is speed due to requests having to flow through a middleman computer to mask a users’ physical location.
And although VPNs have worked in the past when governments have banned apps, that doesn’t ensure that VPNs will work if TikTok goes dark. It won’t be clear if ExpressVPN would be able to access TikTok until after the ban takes place, Parsons told CNBC in an email. It’s also possible that TikTok may be able to determine Americans who try to use VPNs to access the app.
(L-R) Sarah Baus of Charleston, S.C., holds a sign that reads “Keep TikTok” as she and other content creators Sallye Miley of Jackson, Mississippi, and Callie Goodwin of Columbia, S.C., stand outside the U.S. Supreme Court Building as the court hears oral arguments on whether to overturn or delay a law that could lead to a ban of TikTok in the U.S., on January 10, 2025 in Washington, DC.
Andrew Harnik | Getty Images
VPNs and proxies to evade regional restrictions have been part of the internet’s landscape for decades, but their use is increasing as governments seek to ban certain services or apps.
Apps are removed by government request all the time. Nearly 1500 apps were removed in regions due to government takedown demands in 2023, according to Apple, with over 1,000 of them in China. Most of them are fringe apps that break laws such as those against gambling, or Chinese video game rules, but increasingly, countries are banning apps for national security or economic development reasons.
Now, the U.S. is poised to ban one of the most popular apps in the country — with 115 million users, it was the second most downloaded app of 2024 across both iOS and Android, according to an estimate provided to CNBC from Sensor Tower, a market intelligence firm.
“As we witness increasing attempts to fragment and censor the internet, the role of VPNs in upholding internet freedom is becoming increasingly critical,” Parsons said.