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Tesla board responds to ISS in four-page shareholder letter

Credit: Tesla

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Tesla’s board of directors has responded to one proxy advisory firm that recently urged its investors to vote against ratifying Elon Musk’s 2018 pay package, ahead of the upcoming annual shareholders meeting.

On Monday, Tesla’s board shared a four-page letter to shareholders on its website, detailing what it believes proxy advisory firm Institutional Shareholder Services (ISS) missed in its recent evaluation of the upcoming vote.

In it, the board writes that the firm was right to urge investors to vote in favor of proposal three, or moving incorporation from Delaware to Texas, adding that it missed important points in encouraging them to vote against proposal four, ratifying Musk’s previously approved $56 billion compensation package.

 

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“Despite the recognition of the benefits of the 2018 CEO Performance Award to both Tesla and its stockholders, ISS ultimately reached the wrong conclusion about Proposal Four due to a technical misunderstanding around the Award,” writes the board.

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Tesla’s board of directors also outlines four specific points ISS made in its argument against a vote in favor of ratifying the package, arguing that the firm doesn’t fully understand what ratification means—alongside other points.

The letter also includes a recent post on X from Musk, in which he said that the compensation plan would let the CEO “sell enough stock to pay the taxes,”  the rest of which would need to be held for five years.

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Last week, ISS wrote that the pay package was “excessive, even given the company’s success,” noting that the firm is unsure if the award will “increase Musk’s focus on Tesla.”

The value of Musk’s compensation package was set and approved by shareholder votes in 2018, as part of a performance-based tranche system that would ultimately net him around $56 billion in Tesla shares for that time. The vote to ratify the plan comes after it was struck down and effectively voided by Delaware Judge Kathaleen McCormick in January.

Tesla shareholders have until June 13 to vote their shares on these and other proposals, and the company has recently used multiple avenues to encourage investors to vote yes on proposals three and four. Other firms have been divided on the vote, with some, such as Glass Lewis, encouraging shareholders to vote against the proposals, while others have urged stockholders to vote in favor of them—in accordance with board recommendations.

Last month, Tesla shared a website dedicated to showing investors how to vote, and encouraging them to vote yes on proposals three and four. You can visit that site here.

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Tesla shareholder sues Elon Musk accusing him of insider trading

What are your thoughts? Let me know at zach@teslarati.com, find me on X at @zacharyvisconti, or send us tips at tips@teslarati.com.

Zach is a renewable energy reporter who has been covering electric vehicles since 2020. He grew up in Fremont, California, and he currently lives in Colorado. His work has appeared in the Chicago Tribune, KRON4 San Francisco, FOX31 Denver, InsideEVs, CleanTechnica, and many other publications. When he isn't covering Tesla or other EV companies, you can find him writing and performing music, drinking a good cup of coffee, or hanging out with his cats, Banks and Freddie. Reach out at zach@teslarati.com, find him on X at @zacharyvisconti, or send us tips at tips@teslarati.com.

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Elon Musk

Tesla Optimus Gen 3 is coming to the Tesla Diner with new ambitions

Tesla’s Optimus robot left the Hollywood Diner within months of opening. Now Musk is planning its return with a bigger role and a major Gen 3 upgrade underway.

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Tesla Optimus Gen 3 [Credit: Tesla]

Tesla’s Optimus robot was one of the most talked-about features when the Tesla Diner opened on Santa Monica Boulevard in Hollywood on July 21, 2025. Dubbed “Poptimus” by Tesla fans, the Gen 2 robot stood upstairs at the retro-futuristic, drive-in theater and Tesla Supercharging station, scooping popcorn into bags and handing them to guests with a wave.

The diner itself had been years in the making. Elon Musk first floated the idea in 2018 with a tweet about building an “old-school drive-in, roller skates & rock restaurant” at a Hollywood Supercharger. What eventually opened was a unique two-story neon-lit space, with 80 EV charging stalls, and Optimus serving as a live demonstration of where Tesla’s ambitions were headed.


But Optimus did not stay long, and was gone by December 2025.

Now, the robot is set to return with a more demanding job. Musk has ambitions for Optimus to take on a food runner role in 2026, delivering meals directly to cars at the Supercharger stalls. While the latest Gen 3 Optimus is likely to initially take on its previous popcorn-serving role, it wouldn’t be out of the question for Optimus to see a quick promotion. With improved  hand dexterity that features 50 total actuators and 22 degrees of freedom per hand, and significantly more powerful processing through Tesla’s latest AI5 chip that includes Grok-powered voice interaction, Musk described Optimus at the Abundance Summit on March 12, 2026, as “by far the most advanced robot in the world, Nothing’s even close.”

That confidence is backed by a major manufacturing shift. At the Q4 2025 earnings call in January, Musk announced Tesla would discontinue the Model S and Model X and convert those Fremont production lines to build Optimus. “It’s time to basically bring the Model S and X programs to an end,” he said, calling for a pivot that reflects where the Tesla’s future lies.

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Elon Musk

Musk forces Judge’s exit from shareholder battles over viral social media slip-up

McCormick insisted in a court filing that she harbors no actual bias against Musk or the defendants. She claimed she either never clicked the “support” button, LinkedIn’s version of a “like,” or did so accidentally.

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(Credit: Tesla)

Many Tesla fans are familiar with the name Kathaleen McCormick, especially if they are investors in the company.

McCormick is a Delaware Chancery Court Judge who presided over Tesla CEO Elon Musk’s pay package lawsuit over the past few years, as well as his purchase of Twitter. However, she will no longer be sitting in on any issues related to Musk.

Elon Musk demands Delaware Judge recuse herself after ‘support’ post celebrating $2B court loss

In a rare admission of potential optics issues in one of America’s most powerful corporate courts, Delaware Chancery Court Chancellor Kathaleen McCormick stepped aside Monday from a cluster of shareholder lawsuits targeting Elon Musk and Tesla’s board.

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The move came just days after Musk’s legal team highlighted her apparent “support” on LinkedIn for a post that mocked the billionaire over his 2022 tweets about the $44 billion Twitter acquisition.

McCormick insisted in a court filing that she harbors no actual bias against Musk or the defendants. She claimed she either never clicked the “support” button, LinkedIn’s version of a “like,” or did so accidentally.

She wrote in a newly published memo from the Delaware Chancery Court:

“The motion for recusal rests on a false premise — that I support a LinkedIn post about Mr. Musk, which I do not in fact support. I am not biased against the defendants in these actions.”

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Yet she granted the reassignment anyway, acknowledging that the intense media scrutiny surrounding her involvement had become “detrimental to the administration of justice.”

The consolidated cases will now be handled by three of her colleagues on the Delaware Court of Chancery, the nation’s go-to venue for high-stakes corporate disputes. The lawsuits accuse Musk and Tesla directors of breaching fiduciary duties through lavish executive compensation and lax governance oversight.

One prominent claim, filed by a Detroit pension fund, challenges massive stock awards granted to board members, alleging the payouts harmed the company. The litigation also overlaps with issues stemming from Musk’s turbulent 2022 Twitter purchase.

McCormick’s history with Musk made her a lightning rod. In 2022, she presided over the fast-tracked lawsuit that ultimately forced Musk to complete the Twitter deal after he tried to back out.

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Then in 2024, she struck down his record $56 billion Tesla compensation package, ruling the approval process was flawed and overly CEO-friendly. The Delaware Supreme Court later reinstated the pay on technical grounds, but the ruling fueled Musk’s long-standing criticism of the state’s judiciary.

Musk has repeatedly urged companies to reincorporate elsewhere, arguing Delaware courts have grown hostile to visionary leaders. Monday’s recusal hands him a symbolic victory and underscores how personal social-media activity can collide with judicial impartiality standards.

Delaware law requires judges to step aside if there’s even a “reasonable basis” to question their neutrality.

Court watchers say the episode highlights growing tensions in corporate America’s legal epicenter. While McCormick maintained her impartiality, the appearance of bias proved too costly to ignore. The cases will proceed without her, but the broader debate over Delaware’s dominance in business litigation is far from over.

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Elon Musk

Elon Musk has generous TSA offer denied by the White House: here’s why

Musk stepped in on March 21 via a post on X, writing: “I would like to offer to pay the salaries of TSA personnel during this funding impasse that is negatively affecting the lives of so many Americans at airports throughout the country.”

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Gage Skidmore, CC BY-SA 4.0 , via Wikimedia Commons

Tesla and SpaceX CEO Elon Musk made a generous offer to pay the salaries of Transportation Security Administration (TSA) employees last week, but the offer was denied by the White House.

In a striking display of private-sector initiative clashing with federal bureaucracy, the White House has turned down an offer from Elon Musk to personally cover the salaries of TSA officers amid an ongoing partial government shutdown. The rejection, reported last Wednesday by multiple outlets, highlights the legal and political hurdles facing unconventional solutions to Washington’s funding gridlock.

The impasse began weeks ago when Congress failed to pass funding for the Department of Homeland Security (DHS), leaving TSA employees, essential workers who screen millions of travelers daily, without paychecks while still required to report for duty.

Frustrated travelers have endured record-long security lines at major airports, with reports of chaos and delays rippling across the country.

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Musk stepped in on March 21 via a post on X, writing: “I would like to offer to pay the salaries of TSA personnel during this funding impasse that is negatively affecting the lives of so many Americans at airports throughout the country.”

But it was not for no reason.

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White House spokesperson Abigail Jackson responded on behalf of the Trump administration, expressing appreciation for Musk’s gesture.

However, the legal obstacles, which would be insurmountable, would inhibit Musk from doing so. Jackson said:

“We greatly appreciate Elon’s generous offer. This would pose great legal challenges due to his involvement with federal government contracts.”

Musk’s companies hold significant federal contracts, including NASA launches through SpaceX and potential Defense Department work, raising concerns about conflicts of interest, ethics rules, and anti-bribery statutes that prohibit private payments to government employees. Administration officials also indicated they expect the shutdown to end soon, making external funding unnecessary.

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The episode underscores deeper tensions in Washington. Musk, who has advised on government efficiency efforts and maintains a close relationship with President Trump, has frequently criticized wasteful spending and bureaucratic delays.

His offer came as airport security lines ballooned, drawing public frustration toward both parties. TSA officers, many of whom rely on paychecks to cover mortgages and family expenses, have continued working without compensation, a situation that has drawn bipartisan concern but little immediate resolution.

Critics of the rejection argue it prioritizes red tape over practical relief for frontline workers and travelers. Supporters of the White House position counter that allowing private funding sets a dangerous precedent and could undermine congressional authority over the budget.

The White House eventually came to terms with the TSA on Friday and started paying them once again, and lines at airports instantly shrank.  The Department of Homeland Security (DHS) said that TSA staf would begin receiving paychecks “as early as” today.

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