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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.

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.

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.

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“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.

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

 

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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.

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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NHTSA just escalated its Tesla Cybercab investigation in a big way

NHTSA escalated its Cybercab audit into a sworn Special Order with a September 30 deadline.

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Federal regulators have moved from asking Tesla questions about its Cybercab to demanding sworn answers. The National Highway Traffic Safety Administration issued a Special Order that requires a Tesla officer to sign an affidavit attesting to the completeness of the company’s responses, with a deadline of September 30.

The order builds on Audit Query AQ26002, which NHTSA opened on September 3, the same day Tesla began commercial Cybercab service in Austin. Teslarati covered that initial inquiry when it surfaced, noting the agency wanted to understand how Tesla certified a vehicle with no permanently attached steering wheel, pedals, or mirrors as compliant with Federal Motor Vehicle Safety Standards. A Special Order is a different tool and converts a fact finding review into a legally enforceable demand, the same mechanism NHTSA used against Tesla in 2023 during its Autopilot investigation.

Several of the 21 requests target a specific gap in Cybercab’s design. One asks whether Tesla used temporarily attached human controls at any point to help certify the vehicle, and if so, which standards depended on that equipment being present. Another quotes an existing rule directly: “The service brakes shall be activated by means of a foot control.” Cybercab has no foot pedal. NHTSA wants a detailed explanation of how the vehicle satisfies that requirement, and how it complies without the kind of exemption granted to Zoox in July under Part 555, the regulatory pathway built for steering wheel free vehicles.

The order does not claim Cybercab is unsafe or that Tesla broke a rule. It requires Tesla to explain, under oath, the reasoning behind decisions the company already made when it self-certified the vehicle. That distinction matters, but so does the exposure. Motor1’s reporting, summarized here, put potential civil penalty exposure as high as $139 million if NHTSA later finds the certification was flawed, on top of whatever criminal risk comes with a false sworn statement.

Tesla has not said publicly how it plans to respond. Cybercab is still carrying passengers in Austin through the Robotaxi app while the September 30 deadline approaches, and the company has continued expanding the vehicle’s footprint even as the regulatory question remains open. The Special Order does not pause any of that and just sets a date by which Tesla has to put its certification logic on the record, with a company officer’s name attached to it.

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Investor's Corner

Tesla uber bull Ron Baron says ‘the time to buy the stock is now’

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Credit: Tesla

In a new interview on Wednesday, Tesla uber bull Ron Baron said that anyone looking to buy the company’s stock should do so as soon as they can.

Baron, founder and CEO of Baron Capital and one of Tesla’s most persistent institutional bulls, used a CNBC Squawk Box appearance on Wednesday to deliver a familiar message with fresh urgency: In his opinion, Tesla stock is a buy:

“The time to buy the stock is now. FSD is catching on, and it’s going to be bigger and bigger. 55% of new buyers are buying it (Teslas) with FSD. It’s going to be everywhere. It’s safer.”

The Baron Capital frontman’s case is built around Full Self-Driving. Tesla reported 1.48 million active FSD subscriptions in the second quarter, up 56 percent year over year, and company officials have said roughly 55 percent of new North American deliveries left with a subscription enabled.

Baron framed that attach rate as proof the product is moving from enthusiast extra to default expectation, and as a reason software, not just vehicle volume, should drive the next phase of value.

His conviction on Tesla shares is not theoretical, as Baron Capital made its first Tesla investment in 2014, after years of meetings that began around the 2010 IPO roadshow. The firm later built a large SpaceX position starting in 2017.

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Baron said those Musk-led bets have generated about $30 billion of the $71 billion in profits Baron Capital has produced for clients. He put the firm’s current exposure at roughly $25 billion in SpaceX and $5 billion in Tesla. Personally, he described SpaceX as his largest holding, at about $5 billion, with about $1.5 billion in Tesla and additional Tesla exposure through the firm’s funds.

That concentration is also a statement of loyalty. Asked about talk of a SpaceX-Tesla combination, Baron said he had already walked Elon Musk through arguments for and against a deal, then declined to repeat them on air. His public position was simpler: “Whatever you decide is better is what I’m going to support,” he said to Musk.

Baron also said that he picked up the farewell edition of the Model S after Tesla decided to sunset the vehicle earlier this year, calling it his favorite car he’s ever driven.

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SpaceX’s next Starship launch is about to attempt its biggest leap yet

SpaceX targets September 22 for Starship Flight 14, its first attempt to reach real orbit.

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SpaceX has set September 22 as the target date for Starship’s 14th test flight, and this one carries a different goal than any of the 13 that came before it. Every previous Starship mission has intentionally flown a suborbital arc, reentering the atmosphere within the same hour it launched. Flight 14 is designed to send the craft into a genuine orbit around Earth for the first time.

The launch window opens at 7:15 a.m. Central time at Starbase in South Texas and runs for 75 minutes, pending regulatory approval, according to SpaceX’s mission description published Tuesday. If the flight goes as planned, Starship will circle the planet roughly six times at an altitude near 275 kilometers over about ten hours before a deorbit burn sends it toward a splashdown in the Pacific Ocean west of Chile, a departure from the Indian Ocean recoveries used on the last several flights.

The mission also marks the first attempt to put a working batch of Starlink V3 satellites into actual service. Flight 13 carried 20 of the new satellites in July, but because that mission never left a suborbital trajectory, the payload reentered along with the ship instead of separating into orbit.

SpaceX tells the FCC that Starship Flight 14 is going to orbit

Each V3 satellite is rated for roughly one terabit per second of downlink capacity, so a successful deployment on Flight 14 would be SpaceX’s largest single jump in network bandwidth since Starlink began flying on Falcon 9.

Flight 13 still did the heavier lifting on the technical side. That July mission flew a deliberately more stressful reentry profile to test Starship’s heat shield, and the ship survived its softest splashdown yet, intact enough for drone inspections shortly after landing. Elon Musk said the flight delivered “all the heat shield data we needed and then some,” a result Teslarati covered in detail when he later said SpaceX had solved the vehicle’s biggest reusability challenge. Flight 14 is where SpaceX starts spending that confidence on an actual orbital insertion rather than another controlled fall back to Earth.

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One thing Flight 14 will not attempt is a tower catch of the ship. Musk floated the idea right after Flight 13, but walked the timeline back in August, saying a catch attempt was more likely “in a few months.” The Super Heavy booster will still aim for its own recovery, targeting an offshore landing point in the Gulf of America, the same approach used on recent flights.

September 22 is SpaceX’s own target, not a locked date. Starship’s schedule has slipped before over hardware readiness and FAA sign off, and the company has said as much in its own mission notes. But the plan itself represents the clearest marker yet that Starship is moving from a suborbital test program into something meant to carry paying payloads and, eventually, people.

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