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Tesla revives Musk’s multibillion-dollar pay proposal despite court ruling

Electric-vehicle maker Tesla is asking shareholders to again approve a pay package for CEO Elon Musk worth tens of billions of dollars - the same agreement that was thrown out by a Delaware court earlier this year.

“We are coming to you now so you can help fix this issue - which is a matter of fundamental fairness and respect to our CEO,” Robyn Denholm, chair of Tesla’s board, wrote in a Securities and Exchange Commission filing Wednesday.

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Tesla argued that giving Musk such a massive compensation deal is justified because he has led the company during a period of “transformative and unprecedented growth.” The company also argued that the Delaware court decision is unfair to shareholders because 73 percent of them had voted for the pay agreement in 2018.


Plaintiffs in the Delaware case alleged that the compensation committee and board of directors were not independent of Musk’s influence when they finalized the deal.

The vote is expected to occur at Tesla’s June 13 shareholder meeting, at which investors also will vote on whether to move the company’s state of incorporation from Delaware to Texas.

Dan Ives, an analyst at Wedbush Securities, said he believes the company will win shareholder support for both measures.

“On the [compensation] package which was already approved by shareholders at the time in 2018, this has been an area of contention among some investors but we would expect the 2018 package will be reapproved and the Delaware court ruling would be moot in essence as Tesla will now be moving to Texas,” Ives wrote Wednesday in a note to investors.

Tesla stock rose 0.7 percent in premarket trading. It is down 36 percent year to date, meaning the value of Musk’s pay package, officially worth $56 billion at the time it was struck down, is now worth around $47 billion.

In its Wednesday proxy statement, the board said a new vote to “re-approve” the compensation package is needed in light of the Delaware court decision.

The new proxy proposal has more details about how the board devised the pay package. A special committee of the board argued for “subjecting the original 2018 package to a new shareholder vote, accompanied by expansive disclosure” about the process that was undertaken and possible conflicts of interest for directors.

“This will give all of Tesla’s stockholders their voice back,” the special committee wrote. “They will get to decide Musk’s compensation, with full knowledge of everything criticized in” the Delaware case.


This is a developing story and will be updated.

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