- Tesla will ask shareholders to reapprove CEO Elon Musk's $56 billion pay package, months after a Delaware court found it deeply flawed and voided it.
- The company is also seeking to reincorporate in Texas as a direct result of the court decision.
- Musk has publicly and bitterly decried both the decision and continued incorporation in Delaware in the aftermath of the case, but Tesla's board says it arrived at both decisions independently.
Tesla also said it would ask shareholders to approve moving the company's incorporation from Delaware to Texas. Musk had suggested the move after his pay package was ruled illegal. The announcement Wednesday came days after the automaker said it would cut its workforce by 10%.
Tesla said the court decision created a "fundamental problem for the company."
The two proposals are likely to be fiercely controversial. Tesla has hired a proxy solicitor, Innisfree M&A, and plans to spend an undetermined amount, in the millions, to help secure the votes for the two proposals, according to the filing.
Tesla has not hired Innisfree since 2018, when it first asked shareholders to vote on Musk's pay package. Companies often only advertise the cost of proxy solicitations when major proposals or proxy fights are expected. (Innisfree was also suing Musk's Twitter over unpaid bills.)
Musk's pay package was invalidated after a shareholder won a lawsuit against the company earlier this year. Delaware Chancery Court Chancellor Kathaleen McCormick found that Musk, rather than Tesla's board, controlled the company and that the board's compensation committee, rather than negotiating with Musk over the terms of the deal, "worked alongside him, almost as an advisory body."
It has been an absolutely dismal year for Tesla’s stock price and market cap. So far, the stock is down just about 40 percent, which comes out to a loss of $98.49 per share. Those numbers also represent over $312 billion in market cap being wiped completely away.
The stock is sitting at $148.90 and Tesla’s market cap is at $477.5 billion. It’s the lowest share price in just about 15 months, and now Deutsche Bank is raising the alarm following the Austin, Texas-based automaker’s increasing focus on some sort of Robotaxi. The brokerage firm downgraded the stock to “Hold” and cut its price target from $189 to just $123. From Reuters:
I guess there is a bit of a silver lining to all of this. Tesla is still the most valuable automaker in the world by market cap, besting the likes of Toyota, Porsche, Mercedes-Benz and BYD. Overall, it’s the 16th most valuable company in the world, but I wouldn’t expect that standing to be true much longer.The brokerage’s commentary follows Reuters report earlier this month that Tesla decided to cancel its long-promised inexpensive car that investors hoped would drive growth, while continuing to develop Robotaxis on the same vehicle platform.
Tesla has been pushing for greater adoption of its full self-driving advanced driver assistance software ahead of unveiling Robotaxi in August.
The brokerage said cracking the code on full driverless autonomy represents a significant technological, regulatory and operational challenge.
“The delay of Model 2 efforts creates the risk of no new vehicle in Tesla’s consumer lineup for the foreseeable future, which would put downward pressure on its volume and pricing for many more years,” Deutsche Bank analyst Emmanuel Rosner said.
As profitability takes a hit from price cuts to boost demand for its electric vehicles, Tesla earlier this week laid off more than 10% of its global workforce even as it continues to try to revive Musk’s huge pay deal from 2018.
The company has asked its shareholders to reaffirm their approval of Musk’s $56 billion pay that was set in 2018, but was rejected by a Delaware judge in January.
Elon Musk is filthy, stinking rich. Despite Tesla’s current troubles resulting in his net worth tumbling a few billion, he’s still the third richest person on the planet. Apparently that wealth isn’t enough for him or Tesla. Now, the company actually created a website to convince shareholders that their part-time CEO deserves a $55 billion compensation package.
This all started six years ago, when Tesla shareholders approved a $55 billion compensation plan for Musk contingent on the company hitting certain targets — which it did, as Tesla became the number one EV seller on the planet for a few years. Not all shareholders were on board with the plan, however, and eventually these shareholders sued. The suit was complicated but essentially, the dissenting shareholders claimed Musk misled them when coming up with the compensation plan. A Delaware judge agreed and the plan was voided by a judgment in January.
Now, the massive payday is back on the board as shareholders move to vote to incorporate in Texas. If this vote goes through, shareholders will be able to revote on the $55 billion package. Enter a website at the very height of height of capitalistic cringe; SupportTeslaValue.com. One proposal uses six points to make a case on why Elon should receive the payday, like point four that talks about how Elon received no salary:
"Unlike most CEOs, Elon was entitled to receive NO salary, NO cash bonuses, and NO equity that would vest simply by the passage of time. Instead, he was asked to deliver the type of exponential value creation most thought was impossible – or get nothing."
Worse yet is a link that takes you to a letter to the stockholders. The letter is equally cringe, and reads as if none of the companies growth is possible without Musk. One part even attempts to paint him as an unpaid employee if he doesn’t receive the exorbitant money:
"The Court’s decision, if implemented, means that Elon would not receive any compensation for more than five years of service to Tesla, effectively rendering him an unpaid employee, despite his many accomplishments, which include: – Driving us to dominate the electric vehicles market and sell the best-selling vehicle in any category, – Leading us to groundbreaking innovations in artificial intelligence and sustainable energy, and – Growing stockholder value by almost 1,100%."
Ultimately it’ll be down to the courts and shareholders on whether or not Musk receives any of that stock. The argument that Musk is owed $55 billion is a tough one to make at the moment, considering the multiple problems plaguing the company. Tesla laid off 10 percent of its workforce this month, its first new vehicle in years—the Cybertruck—is plagued with manufacturing problems and the stock is currently on a downward slide. Many Tesla shareholders are particularly angry about Musk focusing more on his purchase of Twitter/X than the company itself over the last year. Now Musk is moving away from building a long-promised actually affordable EV, instead throwing more cash into the notorious money fire that is robotaxis.