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How Tesla shareholders are voting on Musk’s 2018 pay package

Credit: Andrea Conway/X

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Tesla investors currently have the chance to vote on a number of proposals for the company’s upcoming shareholder’s meeting, with CEO Elon Musk’s 2018 pay package hanging in the balance after it was struck down by a Delaware judge. In recent weeks, a number of Teslarati readers have shared how they voted or plan to vote on the proposal, with about a month left to go until the meeting.

After Delaware Judge Kathaleen McCormick voided the previously approved $56 billion pay package for Musk in January, both Musk and the company have appealed the decision, and the board of directors has launched a vote on ratifying the package for the stockholder’s meeting next month. Voting has been open for the past few weeks, and following our recent story detailing one of Tesla’s largest shareholders as he criticized Musk and suggested voting “no” on the measure, many have said they voted in favor of the proposal.

Tesla also launched a website dedicated to explaining how shareholders can vote, and detailing the board’s voting recommendations. Crucially, the board has recommended “yes” votes on both proposals three and four, which concern Tesla’s potential move to re-incorporate in Texas instead of Delaware, and the pay package vote for Musk, respectively.

The annual shareholder’s meeting will be held on June 13, and shareholders can continue to vote on the proposals between now and then. Tesla has also shared a video on social media encouraging investors to vote in favor of this, and the company’s incorporation move from Delaware to Texas.

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How Teslarati readers are voting on Musk’s 2018 pay package (so far)

Following our recent stories, 88 respondents have reached out and told us how they were voting, or planned to vote, on proposal three regarding Musk’s previously approved pay package. Of them, about 66 percent said they had voted or would vote in favor of ratifying Musk’s 2018 compensation plan, while around 30 percent said they voted or would vote against it. The remaining respondents, representing just over 3 percent, said that they were still undecided on the vote.

Those who responded varied in their number of shares; while most did not include how many shares they were voting for, others ranged from having just a few shares to over 7,000 shares.

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To be sure, this is an extremely small sample size, especially given the sheer number of shareholders and Tesla shares out there. This also does not take into consideration the number of shares owned by each respondent, though it gives a small overview of how individual Tesla shareholders (who took the time to respond to recent stories) voted on proposal three. In addition, shareholders still have a few weeks left to cast their votes, and many could still be mulling over their vote on the proposal.

The board explains its recommendation for shareholders to vote “yes” by citing the fact that Musk already performed the work needed to earn the previously approved pay package. Some have noted that the CEO isn’t currently being paid for his past several years with the company, as a result of the package being struck down. Others have criticized Musk and Tesla for recent layoffs and his sharing of political views, which they say is why they would vote “no” on the proposal.

“Elon has not been paid for any of his work for Tesla for the past six years… That strikes us, and the many stockholders from whom we already have heard, as fundamentally unfair,” wrote Board Chair Robyn Denholm on the subject last month.

“We do not think that what the Delaware Court said is how corporate law should or does work. If it is legally advisable, we suggest simply subjecting the original 2018 package to a new shareholder vote.”

Musk also defended his pay package following the January decision, as well as his hopes for more voting control amidst the rapid development of artificial intelligence (AI) products.

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Note: This article will be updated periodically up until Tesla’s Annual Stockholder Meeting on June 13. Last updated 6/4/24.

Musk responds to pay case lawyers requesting $6 billion in Tesla shares

 

What are your thoughts? Have you voted on proposal three of the upcoming meeting, and if so, how did you vote? Let me know at zach@teslarati.com, find me on X at @zacharyvisconti, or send us tips at tips@teslarati.com.

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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.

Elon Musk

Tesla kicks Robotaxi geofence expansion into high gear in Austin

Tesla has nearly doubled its Robotaxi geofence in Austin for the second time less than two months after it initially launched.

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Credit: @AdanGuajardo/X

Tesla has kicked the expansion of its Robotaxi geofence in Austin, Texas, into high gear, as it grew the service area once again early Sunday morning.

Tesla launched its Robotaxi platform in Austin on June 22, and less than a month later, it was able to expand it. After its first expansion, Tesla had a larger geofence than Waymo, which launched its driverless ride-hailing service to the public in Austin in March. Waymo expanded the week after Tesla’s first augmentation.

Waymo responds to Tesla’s Robotaxi expansion in Austin with bold statement

Now, Tesla has answered Waymo once again by developing its service area in Austin to an even larger size. We expected it, as just two weeks ago, CEO Elon Musk said that the company would be growing the Austin geofence, but did not give an indication by how much.

The first geofence in Austin was roughly 20 square miles. On July 14, when the first expansion took place, Tesla Robotaxi riders had roughly 42 square miles of downtown Austin available for travel.

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On the morning of August 3, Tesla nearly doubled the geofence by growing it to roughly 80 square miles, according to Grok. For reference, Waymo’s current service area in Austin is about 90 square miles:

The expansion further extends the Southern portion of the geofence, going into suburban zones such as Barton Creek.

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The continuous growth shows Tesla is prepared to extend its geofence in basically any direction. Now that it is going into suburban areas, we may get to see more Austin residents experience Robotaxi for an entire evening of activities, including pickup and dropoff at home.

The only question that remains is how much Tesla can expand at one time. The company seems to have the ability to push the geofence to a majority of Austin, but it maintains that safety is its biggest priority.

The company was spotted testing vehicles in the West Austin suburbs in areas like Marble Falls recently, indicating that Tesla could be expanding its service area to hundreds of square miles in the coming months.

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Elon Musk

Tesla to appeal jury verdict that held it partially liable for fatal crash

Tesla will appeal the decision from the eight-person jury.

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tesla showroom
(Credit: Tesla)

Tesla will appeal a recent jury verdict that held it partially liable for a fatal crash that occurred in Key Largo, Florida, in 2019.

An eight-person jury ruled that Tesla’s driver assistance technology was at least partially to blame for a crash when a vehicle driven by George McGee went off the road and hit a couple, killing a 22-year-old and injuring the other.

The jury found that Tesla’s tech was found to enable McGee to take his eyes off the road, despite the company warning drivers and vehicle operators that its systems are not a replacement for a human driver.

The company states on its website and Owner’s Manual that Autopilot and Full Self-Driving are not fully autonomous, and that drivers must be ready to take over in case of an emergency. Its website says:

“Autopilot is a driver assistance system that is intended to be used only with a fully attentive driver. It does not turn a Tesla into a fully autonomous vehicle.

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Before enabling Autopilot, you must agree to ‘keep your hands on the steering wheel at all times’ and to always ‘maintain control and responsibility for your vehicle.’ Once engaged, Autopilot will also deliver an escalating series of visual and audio warnings, reminding you to place your hands on the wheel if insufficient torque is applied or your vehicle otherwise detects you may not be attentive enough to the road ahead. If you repeatedly ignore these warnings, you will be locked out from using Autopilot during that trip.

You can override any of Autopilot’s features at any time by steering or applying the accelerator at any time.”

Despite this, and the fact that McGee admitted to “fishing for his phone” after it fell, Tesla was ordered to pay hundreds of millions in damages.

Tesla attorney Joel Smith said in court (via Washington Post):

“He said he was fishing for his phone. It’s a fact. That happens in any car. That isolates the cause. The cause is he dropped his cell phone.”

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In total, Tesla is responsible for $324 million in payouts: $200 million in punitive damages, $35 million to the deceased’s mother, $24 million to their father, and $70 million to their boyfriend, who was also struck but was injured and not killed.

The family of the deceased, Naibel Benavides Leon, also sued the driver and reached a settlement out of court. The family opened the federal suit against Tesla in 2024, alleging that Tesla was to blame because it operated its technology on a road “it was not designed for,” the report states.

Despite the disclosures and warnings Tesla lists in numerous places to its drivers and users of both Autopilot and Full Self-Driving, as well as all of its active safety features, the operator remains responsible for paying attention.

CEO Elon Musk confirmed it would appeal the jury’s decision:

The driver being distracted is a big part of this case that seemed to be forgotten as the jury came to its decision. Tesla’s disclosures and warnings, as well as McGee’s admission of being distracted, seem to be enough to take any responsibility off the company.

The appeal process will potentially shed more light on this, especially as this will be a main point of emphasis for Tesla’s defense team.

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Elon Musk echoes worries over Tesla control against activist shareholders

Elon Musk has spoken on several occasions of the “activist shareholders” who threaten his role at Tesla.

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Credit: xAI | X

Elon Musk continues to raise concerns over his control of Tesla as its CEO and one of its founders, as activist shareholders seem to be a viable threat to the company in his eyes.

Musk has voiced concerns over voting control of Tesla and the possibility of him being ousted by shareholders who do not necessarily have the company’s future in mind. Instead, they could be looking to oust Musk because of his political beliefs or because of his vast wealth.

We saw an example of that as shareholders voted on two separate occasions to award Musk a 2018 compensation package that was earned as Tesla met various growth goals through the CEO’s leadership.

Despite shareholders voting to award Musk with the compensation package on two separate occasions, once in 2018 and again in 2024, Delaware Chancery Court Judge Kathaleen McCormick denied the CEO the money both times. At one time, she called it an “unfathomable sum.”

Musk’s current stake in Tesla stands at 12.8 percent, but he has an option to purchase 304 million shares, which, if exercised, after taxes, he says, would bump his voting control up about 4 percent.

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However, this is not enough of a stake in the company, as he believes a roughly 25 percent ownership stake would be enough “to be influential, but not so much that I can’t be overturned,” he said in January 2024.

Musk’s concerns were echoed in another X post from Thursday, where he confirmed he has no current personal loans against Tesla stock, and he reiterated his concerns of being ousted from the company by those he has referred to in the past as “activist shareholders.”

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Elon Musk explains why he wants 25% voting share at Tesla: “I just want to be an effective steward of very powerful technology”

The CEO said during the company’s earnings call in late July:

“That is a major concern for me, as I’ve mentioned in the past. I hope that is addressed at the upcoming shareholders’ meeting. But, yeah, it is a big deal. I want to find that I’ve got so little control that I can easily be ousted by activist shareholders after having built this army of humanoid robots. I think my control over Tesla, Inc. should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy.”

The X post from Thursday said:

There is a concern that Musk could eventually put his money where his mouth is, and if politicians and judges are able to limit his ownership stake as they’ve been able to do with his pay package, he could eventually leave the company.

The company’s shareholders voted overwhelmingly to approve Musk’s pay package. A vast majority of those who voted to get Musk paid still want him to be running Tesla’s day-to-day operations. Without his guidance, the company could face a major restructuring and would have a vastly new look and thesis.

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