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Tesla investor’s legal team urges DE court to respect Musk pay ratification vote

Credit: Andrea Conway/X

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Tesla shareholders ratified Elon Musk’s 2018 CEO Performance Award at the 2024 Cyber Roundup, but the fight about the matter in Delaware Court is not over just yet. This was highlighted in a joinder filed by the legal team of a TSLA investor who decided to challenge the astronomical fee request of the lawyers of shareholder Richard Tornetta, who filed a legal complaint about Musk’s 2018 pay package at a time when he held just nine shares of the EV maker. 

Tornetta’s legal team has argued that they deserve to be paid over 29 million shares of TSLA for their services in the case, which translated to over $5 billion at the time or over $200,000 per hour. Tesla shareholder Amy Steffens, a longtime investor of Tesla with over 19,000 shares, secured her own legal team to challenge the fee request of Tornetta’s lawyers. Following the decision of Tesla investors to ratify Musk’s pay package at the 2024 Cyber Roundup, Tornetta’s legal team argued that the ratification of the CEO’s pay package was invalid since investors were still “coerced” and “uninformed.” The lawyers also described the events that transpired leading up to the ratification of Musk’s pay package as a “clown show.” 

Steffens’ legal team has now submitted a joinder for the case, which will hopefully be heard later this week when the court is expected to hold a hearing for the motion to reconsider the Delaware Judge’s preliminary ruling in the case. The joinder, parts of which were shared on X by Tesla investor Alexandra Merz, argued that the ratification of Musk’s pay package by TSLA shareholders showed that Tornetta’s complaint against the CEO Performance Award “provided no tangible economic benefit to Tesla or its stockholders.” Steffens’ legal team also highlighted that contrary to the claims of Tornetta’s lawyers, the shareholder vote on Musk’s pay plan is likely among the most informed stockholder votes in Delaware history. 

“The Ratification Vote was fully informed indeed, it is likely among the most informed votes in Delaware corporate history. The extensive proxy filings included this Court’s rescission opinion, so Tesla’s stockholders were well aware of the issues identified by this Court prior to their ratification vote. The ratification issue was robustly debated online, on television, and in newspapers. Opponents— including Mr. Tornetta’s experts in this litigation made their voices heard.’ When the votes came in, Mr. Tornetta lost decisively: 72% of disinterested voting shares favored ratification,” the lawyers wrote. 

Steffens’ legal team also addressed the “clown show” comment from Tornetta’s attorneys. “Mr. Tornetta’s counsel disparages this exercise of stockholder democracy as a ‘clown show.’ It is anything but. Ms. Steffens and Tesla’s other stockholders had all the relevant facts before them, including this Court’s decision, and determined that the 2018 Grant benefited them more than rescission. When stockholders freely petition their elected board for a vote, and then overwhelmingly affirm a board’s decision by voting to uphold it, further litigation by a derivative plaintiff attacking that democratically determined result is neither necessary nor appropriate,” Steffens’ legal team noted.

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The longtime Tesla investors’ legal team urged the court to respect TSLA stockholders’ democracy as well. “Even beyond Due Process concerns, respect for stockholder democracy commends limiting Plaintiff’s continuing role in light of the Ratification Vote. Here, the question goes beyond Mr. Tornetta’s adequacy to the source of his authority. When Mr. Tornetta steps into the shoes of Tesla as a derivative plaintiff, he does so without democratic legitimacy. Tesla’s stockholders can vote out their directors, but they lack any democratic means to revoke Mr. Tornetta’s authority as a plaintiff. 

“Ms. Steffens respectfully suggests that in this specific context-where a supermajority of fully-informed, uncoerced stockholders unambiguously repudiates the relief obtained by a derivative plaintiff-the Court should treat this as a vote of no confidence and withdraw Mr. Tornetta’s authority to act on behalf of the Company. At the very least, where a plaintiff has shown himself willing to pay his counsel hundreds of thousands of dollars per hour to engage in legal work that conflicts directly with the wishes of the vast majority of stockholders, those stockholders should have some means (through the ballot box or the courtroom) to eliminate that plaintiff’s authority to continue to engage in such damaging conduct while purporting to act on their behalf,” the longtime TSLA shareholder’s legal team wrote. 

Tesla CEO Elon Musk seems to have appreciated the efforts of the TSLA stockholder’s legal team. Responding to a post about the matter on social media platform X, Musk responded to the shareholder’s efforts with a couple of “lit” emojis. 

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Tesla investor Calpers opposes Elon Musk’s 2025 performance award

Musk’s 2025 pay plan will be decided at Tesla’s 2025 Annual Shareholder Meeting, which will be held on November 6 in Giga Texas.

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Credit: Tesla China

One of the United States’ largest pension funds, the California Public Employees’ Retirement System (Calpers), has stated that it will be voting against Elon Musk’s 2025 Tesla CEO performance award. 

Musk’s 2025 pay plan will be decided at Tesla’s 2025 Annual Shareholder Meeting, which will be held on November 6 in Giga Texas. Company executives have stated that the upcoming vote will decide Tesla’s fate in the years to come.

Why Calpers opposes Musk’s 2025 performance award

In a statement shared with Bloomberg News, a Calpers spokesperson criticized the scale of Musk’s proposed deal. Calpers currently holds about 5 million Tesla shares, giving its stance meaningful influence among institutional investors.

“The CEO pay package proposed by Tesla is larger than pay packages for CEOs in comparable companies by many orders of magnitude. It would also further concentrate power in a single shareholder,” the spokesperson stated.

This is not the first time Calpers has opposed a major Musk pay deal. The fund previously voted against a $56 billion package proposed for Musk and criticized the CEO’s 2018 performance-based plan, which was perceived as unrealistic due to its ambitious nature at the time. Musk’s 2018 pay plan was later struck down by a Delaware court, though Tesla is currently appealing the decision.

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Musk’s 2025 CEO Performance Award

While Elon Musk’s 2025 performance award will result in him becoming a trillionaire, he would not be able to receive any compensation from Tesla unless aggressive operational and financial targets are met. For Musk to receive his full compensation, for example, he would have to grow Tesla’s market cap from today’s $1.1 trillion to $8.5 trillion, effectively making it the world’s most valuable company by a mile. 

Musk has also maintained that his 2025 performance award is not about compensation. It’s about his controlling stake at Tesla. “If I can just get kicked out in the future by activist shareholder advisory firms who don’t even own Tesla shares themselves, I’m not comfortable with that future,” Musk wrote in a post on X.

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Tesla Cybercab is heading to China’s import expo

The event will take place from November 5–10 at Shanghai’s National Exhibition and Convention Center.

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Credit: Tesla Europe & Middle East/X

Tesla will make its return to the China International Import Expo (CIIE) this November, marking its first appearance at the event since 2022. The U.S. electric vehicle maker confirmed it will showcase its highly anticipated Cybercab, which will make its Asia-Pacific debut during the event. 

The expo will take place from November 5–10 at Shanghai’s National Exhibition and Convention Center.

Tesla Cybercab in China

Tesla announced its participation in the event on its official Weibo account. As per the electric vehicle maker, it would be occupying Booth A3-03 in Hall 2.1 at the National Exhibition and Convention Center. As noted in a CNEV Post report, the Cybercab, the company’s dedicated autonomous two-seater Robotaxi, will be making its Asia-Pacific debut at the CIIE as well. 

The company shared a graphic on Chinese social media which showed an image featuring several Tesla products, such as the Cybercab, Optimus, and Megapack batteries. The graphic also featured a building that read “Master Plan Part IV.”

Tesla’s momentum in China

Tesla’s return comes after skipping the event last year. Interestingly enough, Tesla attended the event from 2018 all the way to 2023. Tesla’s return to the CIIE then aligns with the company’s efforts to attract consumer interest in the world’s most competitive electric vehicle market. 

The Cybercab’s presence in the event could suggest that Tesla might be interested in bringing its Robotaxi to the country. This is quite interesting as China is already home to several autonomous ride-hailing services, though Tesla’s pure vision approach, which focuses on artificial intelligence and cameras, is quite unique. So far, Tesla has only rolled out its autonomous ride-hailing services in Austin, Texas, and the Bay Area, California.

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Tesla Semi factory looks nearly complete

Based on recent images taken of the facility, it appears that the Semi’s initial production might be right on schedule.

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Credit: @HinrichsZane/X

The Tesla Semi factory looks like it is nearing completion. Based on recent images taken of the facility, it appears that the Semi’s initial production might be right on schedule.

This was, at least, as per recent observations from a veteran Tesla watcher who has long been chronicling the progress of the facility. 

Tesla Semi factory today

As per longtime Tesla Semi advocate @HinrichsZane, the Class 8 all-electric truck’s factory in Nevada looks almost completed. The facility’s exterior looks finished, which suggests that much of the work being done today is likely focused on the factory’s interior and equipment. 

This was highlighted in recent photos taken by the drone operator, which show that the facility’s parking lots are now filled with vehicles. A photo taken before dawn also highlighted just how refined the factory has become over the past months. Needless to say, it appears that the factory is all but ready to start the initial production of the Tesla Semi.

Deliveries and targets

Tesla has stated that the Semi factory will start producing the Class 8 all-electric truck by 2026. This was stressed by Elon Musk in a previous comment on X, when he stated that “Tesla Semi will be in volume production next year.” Once ramped, the facility will be capable of producing about 50,000 Tesla Semi units annually. This should help the Semi disrupt and potentially saturate the United States’ transport sector.

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Progress in the Tesla Semi factory has been notable in the past months. Just a few months ago, drone footage of the site revealed that Tesla was shipping extremely large production equipment into the facility. These included what appeared to be a gigantic stamping machine that was so large and heavy that it was shipped to the Semi factory using two diesel trucks and a triple trailer.

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