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Tesla Shareholders Reaffirm Elon Musk’s $45 Billion Pay Award Amid Legal Challenge

In a resounding vote of confidence, Tesla shareholders have reaffirmed a controversial pay award exceeding $45 billion for CEO Elon Musk. This decision comes after a legal challenge had initially invalidated the award. The vote, held during Tesla’s annual meeting at its Austin, Texas headquarters, underscores continued shareholder faith in Musk’s leadership and may influence judicial reconsideration of the previously voided award.

The pay package, consisting primarily of stock options, is seen by many as crucial to retaining Musk’s leadership at Tesla. Conversely, the vote has disappointed investors advocating for executive accountability and restraint on exorbitant pay packages. Some criticized the award as setting a negative precedent in executive compensation, and expressed concerns about the implications of such high compensation packages on corporate governance and accountability.

Following the vote, Musk reaffirmed his commitment to Tesla, addressing shareholder concerns about his potential departure. He clarified that the compensation package is not liquid cash, reducing the likelihood of his exit from the company. This commitment was reflected in Tesla shares, which saw an uptick ahead of the official announcement.

The context of this reaffirmation traces back to Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery’s ruling. In January, she sided with shareholders who argued that the 2018 pay package was excessively generous. The board’s decision to call for a second vote aimed to address the Chancellor’s concerns about conflicts of interest among board members who had personal and financial ties to Musk.

Despite the strong shareholder support, legal experts remain skeptical about the vote’s impact on the ongoing legal battle. They note that while the vote strengthens Tesla’s case, it does not guarantee a resolution in favor of the company.

The reaffirmed pay award is substantial, given Musk’s significant stake in Tesla. Currently, he owns 20.5 percent of the company, a figure that drops to just under 13 percent without the 2018 pay package. This stake is pivotal in maintaining his influence over Tesla’s strategic direction.

Shareholders also approved relocating Tesla’s corporate registration to Texas, a move perceived as a reaction to unfavorable treatment by Delaware courts. However, this change will not affect the ongoing legal proceedings in Delaware. The meeting also saw shareholders rejecting a proposal to prevent Tesla from interfering with unionization efforts. Musk has historically opposed organized labor, a stance evident in Tesla’s refusal to negotiate with striking mechanics in Sweden.

The compensation vote has polarized Tesla’s investor base. Proponents view Musk as a visionary who has revolutionized the auto industry, justifying his substantial pay. Robyn Denholm, Chair of Tesla’s board, argued that Musk’s leadership has significantly enhanced shareholder value, necessitating the fulfillment of his compensation promises.

However, critics point to recent declines in Tesla’s sales, profits, and share price, compounded by Musk’s polarizing public statements. Significant institutional investors, including Norges Bank Investment Management and CalPERS, opposed the pay package, reflecting broader concerns about corporate governance.

Tesla’s market valuation has fluctuated dramatically, peaking at $1.2 trillion in 2021 before falling to around $580 billion. The 2018 pay package hinged on achieving ambitious financial targets, which Tesla has met, reinforcing the argument for Musk’s reward.

While the reaffirmation of Musk’s pay award showcases robust shareholder support, it highlights ongoing tensions between corporate leadership incentives and broader governance standards. The outcome of the legal challenges will further define the balance between rewarding visionary leadership and maintaining corporate accountability.