Tesla asks investors to approve Musk's $56 billion pay again

Dana Hull, Anders Melin, Bloomberg News on

Published in Business News

Tesla Inc. will ask shareholders to vote again on the same $56 billion compensation package for Chief Executive Officer Elon Musk that was voided by a Delaware court early this year.

In its proxy filing issued Wednesday, Tesla also said it will call a vote on moving the company’s state of incorporation to Texas from Delaware. The carmaker will convene its annual meeting on June 13.

Tesla Chair Robyn Denholm criticized the Delaware Chancery Court’s January decision, writing in the proxy that it had effectively second-guessed shareholders who approved Musk’s performance-based award in 2018. Chief Judge Kathaleen St. J. McCormick described the company’s directors as “supine servants of an overweening master” and said they hadn’t looked out for the best interests of investors.

“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,” Denholm wrote to investors.

The shareholder who sued Tesla over the CEO’s compensation criticized it as excessive and opaque. Musk, who runs six companies, said early this year he preferred to work on artificial intelligence and robotics products elsewhere unless he owns a 25% stake in Tesla. He currently owns about 13% of the company, according to data compiled by Bloomberg.

Tesla shares fell 1% shortly after the start of regular trading. The stock has tumbled 37% this year as an expected slowdown has given way to a surprise drop in vehicle deliveries. Earlier this week, the company announced plans to cut global headcount by more than 10%, and two senior executives left.


Special Committee

Tesla’s board formed a special committee this year consisting of director Kathleen Wilson-Thompson and a group of advisers to determine two things: whether it should remain incorporated in Delaware, and whether to call another shareholder referendum on Musk’s pay concurrently with a vote on a possible reincorporation in a different state.

In a written report, the committee said the votes ought to be done in parallel. Otherwise, the effort to move Tesla’s corporate domicile could be wrongly seen as a way to possibly grant Musk a new pay package that he couldn’t get in Delaware.

Negotiating a new pay package would take time and lead to incurring billions of dollars in additional compensation expense, the filing said. Ratifying the 2018 package will be faster and “avoid a prolonged period of uncertainty regarding Tesla’s most important employee.”


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