Tesla’s Proxy Is Out. What It Says About Musk’s Pay and a Move to Texas. (2024)

Tesla stock fell again Wednesday as the company planned to ask shareholders to vote again on Musk’s 2018 pay package as part of its 2024 preliminary proxy statement.

Musk’s massive 2018 options grant, valued at more than $55 billion when awarded, was voided by a Delaware judge in January, who cited inadequate disclosures made to shareholders.

To...

Tesla stock fell again Wednesday as the company planned to ask shareholders to vote again on Musk’s 2018 pay package as part of its 2024 preliminary proxy statement.

Musk’s massive 2018 options grant, valued at more than $55 billion when awarded, was voided by a Delaware judge in January, who cited inadequate disclosures made to shareholders.

To correct things, Tesla’s board is asking shareholders to vote again.

“Ratification will restore Tesla’s stockholder democracy,” read part of the proxy. “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.”

The Delaware decision has left a bad taste in Tesla’s mouth. The electric vehicle maker also is asking shareholders to approve the company’s reincorporation in Texas, moving it from Delaware. Tesla didn’t immediately respond to a request for comment about the move.

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The company also has the website supportteslavalue.com, which details the voting procedures and issues.

Reauthorizing the 2018 pay package is probably the simplest way to restore Musk’s compensation and it brings some closure to an issue vexing investors in 2024.

Ratification looks likely. Retail shareholders hold more than 40% of Tesla stock, according to Bloomberg. Through Wednesday trading, a poll on X run by Sawyer Merritt has amassed roughly 16,000 shareholder votes with almost 90% indicating they would vote yes on Musk’s pay.

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Tesla’s proxy statement also says that seven institutional shareholders, including four of the top 10, sought a meeting with Tesla board chairwoman Robyn Denholm to discuss the issue.

Tesla stock was up in premarket trading but fell back in the red, closing down 1.1% at $155.45. while the S&P 500 dropped 0.6% and the Nasdaq Composite ticked 1.2% lower. It was the stock’s fourth consecutive drop.

The restoration of Musk’s 2018 pay award doesn’t answer another question facing investors. Musk has said he wants 25% voting control of Tesla stock, without which he would be “uncomfortable growing Tesla to be a leader in [artificial intelligence] and Robotics.”

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With the 2018 options and his stockholdings, Musk controls about 20% of Tesla shares, so he’s about 5% short. Another large award might not be coming. The board could award him supervoting stock. That’s a way to add voting control without adding significantly more shares.

Supervoting stock would require a shareholder vote, like the 2018 pay award.

How to deal with the 25% threshold for Musk, however, appears to be a question for another shareholder meeting.

The 2024 meeting will be held on June 13 in Austin, Texas.

Write to Al Root atallen.root@dowjones.com

Tesla’s Proxy Is Out. What It Says About Musk’s Pay and a Move to Texas. (2024)

FAQs

Tesla’s Proxy Is Out. What It Says About Musk’s Pay and a Move to Texas.? ›

In a proxy filing, Tesla Inc. calls for the compensation plan to be ratified all over again, despite the judge's decision, and also asks investors to shun Delaware and vote for Tesla to reincorporate in Texas.

Why move incorporation from Delaware to Texas? ›

Unlike Delaware, Texas does not have established business courts with judges well versed in business law. Leaders in the state are hoping to change that. Last year, they moved to establish such courts in major Texas cities in an effort to streamline proceedings for corporate disputes.

Is Tesla doing layoffs? ›

Elon Musk, Tesla's CEO, had announced on April 14 that the company would be reducing its workforce by more than 10 percent due to overlaps in job functions. This announcement was quickly followed by a series of layoffs affecting various departments including recruitment, marketing, and the Supercharging team.

Why is Tesla located in Texas? ›

Musk has strong ties with Texas. He moved Tesla's corporate headquarters from Palo Alto in California to the Texas city of Austin in 2021 after criticising California's regulations and taxes, and also clashing with health officials at the start of the Covid pandemic over reopening a factory in Fremont.

Why does Elon Musk want to incorporate in Texas? ›

Musk's Response

Musk is known for moving to more favorable states. He moved the carmaker's headquarters from California to Texas to get away from high labor costs and stringent regulations. It also doesn't hurt that now Musk moved to Austin, he does not have to pay state income tax.

Why does Elon Musk want to leave Delaware? ›

Elon Musk claims that Delaware is preventing businesses from leaving the state after a court invalidated his $56 billion Tesla pay package. Musk has urged companies to move out of Delaware before they face similar consequences as Tripadvisor.

Are Tesla employees happy? ›

Tesla has an overall rating of 3.6 out of 5, based on over 11,596 reviews left anonymously by employees. 60% of employees would recommend working at Tesla to a friend and 59% have a positive outlook for the business. This rating has been stable over the past 12 months. Does Tesla pay their employees well?

Why Tesla is losing employees? ›

The job cuts, amounting to about 14,000 people, come as the company faces increasing competition and declining sales. The management changes and layoffs are a reminder of the unpredictability of Elon Musk, Tesla's chief executive, at a critical time for the company.

Is it hard getting a job at Tesla? ›

Workers assemble cars on the line at the Tesla's factory in Fremont, California. Last year, Tesla received nearly 500,000 applications for just 2,500 open positions.

Why can't Teslas be sold in Texas? ›

If you're a Texan and you crave a Tesla, you must travel to another state to buy one, or have the sale paperwork processed in another state. Texas first enacted protectionist dealership laws in the 1930s. The regulations banned the selling of cars to consumers by anyone other than a franchised dealer.

Why can t Tesla sell cars in Texas? ›

Texas considered legislation in 2015 to allow Tesla to operate in the state but legislation was not passed. As of 2016, most of the GOP delegates support direct sales while Governor Abbott prefers the current system.

Why can't Tesla sell directly in Texas? ›

Why can't Tesla sell their cars directly to consumers in Texas? Tesla is barred from direct sales in several states. It's because of restrictive trade laws in those states passed because of lobbying by automobile dealer associations in those states.

Why did Elon Musk move SpaceX's incorporation from Delaware to Texas? ›

The move comes just weeks after a Delaware judge struck down Musk's $55.8 billion pay package as CEO of Tesla, prompting the billionaire to lash out against the state on social media, urging other companies to depart Delaware as well.

Why is SpaceX moving from Delaware to Texas? ›

The move follows a Delaware Chancery Court ruling that ordered Tesla to rescind Elon Musk's 2018 CEO pay package, worth about $56 billion in options. Musk voiced a strong preference for moving his businesses out of Delaware after the court's decision, and encouraged others to do so as well.

Why do companies incorporate in Texas? ›

Advantage#1: Favorable Tax Climate

This is one of the top advantages that you can enjoy only when you register a new company in Texas. Compared to some of the other states, business tax in Texas is lower. There is 'no” personal income tax and this provides the much required competitive advantage.

Why not to incorporate in Delaware? ›

Although Delaware doesn't tax companies incorporated in the state that don't do business there, your home state will tax your company, so you do not avoid taxation. Filing is more expensive. Delaware's filing fees are significantly higher than other states'. You will pay a franchise tax.

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