Shareholders will vote on the compensation plan again after a Delaware judge ruled that the initial approval was "deeply flawed"
Tesla $TSLA asked investors Wednesday to “restore shareholder democracy” by ratifying CEO Elon Musk’s $56 billion pay package that was struck down by a Delaware judge in January. The plan was the largest executive compensation package in history and —briefly — made him the the world’s richest person.
Judge Kathaleen McCormick found that defendants in a shareholder lawsuit, which included Musk and Tesla’s board, failed to meet the burden in proving that “the compensation plan was fair.” McCormick added that the “process leading to the approval of Musk’s compensation plan was deeply flawed.”
Tesla argues that the plan was valid, saying that 73% of shareholders approved the 2018 pay package, according to a proxy statement filed Wednesday. Musk — whose net worth is $184.8 billion, according to Forbes — has not been paid for “any of his work for Tesla” since 2018, according to the Austin, Texas-based company. He has served as CEO since 2008.
Shareholders will vote on the proposal at Tesla’s annual shareholders meeting on June 13. Investors will also vote on a series of other proposals, including whether or not Tesla should reincorporate its business in Texas, where it is headquartered and operates a sprawling factory dedicated to building Cybertruck electric pickups and Model Y SUVs.
McCormick’s ruling infuriated Musk, who in January immediately moved to ask shareholders to vote on changing the state where the company is incorporated from Delaware to Texas. SpaceX, his aerospace company, filed to reincorporate its business in Texas in February.
“We have received letters from thousands of Tesla stockholders — large and small — supporting a move home to Texas,” Tesla board chairman Robyn Denholm wrote in a letter to investors. “We have heard you, and now we formally ask that you speak in a meaningful way: and vote in favor of taking Tesla to our business home of Texas.”
Shareholders will vote on a series of other proposals, including reappointing Kimbal Musk — Elon Musk’s brother — and former 21st Century Fox CEO James Murdoch to Tesla’s board, and implementing annual term limits.
Investors will also vote on a proposal that would require Tesla to publish an annual report detailing its efforts to prevent harassment and discrimination. The company has been repeatedly sued by current and former workers over allegations of racism, discrimination, and harassment at Tesla facilities. Tesla has asked shareholders to vote against the proposal, citing its belief that the information would “drive confusion and misunderstanding.”
The proxy filing lands as investors are still reeling from Tesla’s move to lay off at least 14,000 people following what one analyst called a “nightmare” of a first quarter. The beginning of 2024 has been marked by poor sales and production misses that underscore an electric vehicle demand issue. Tesla needs to “reorganize and streamline the company for the next phase of growth” every five years, Musk said Monday.
Tesla stock ticked up slightly in pre-market trading Wednesday morning. The stock has fallen almost 37% so far in 2024, making Tesla one of the worst performers in the S&P 500.
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