Tesla board calls June 13 shareholder vote on Musk’s pay and move to Texas.

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    7 months ago

    This is the best summary I could come up with:


    Tesla is asking shareholders to approve a move to Texas and to re-approve a $55.8 billion pay package for CEO Elon Musk that was recently voided by a Delaware judge.

    Musk’s 2018 pay package was voided in a ruling by Delaware Court of Chancery Judge Kathaleen McCormick, who found that the deal was unfair to shareholders.

    “Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value,” the letter said.

    McCormick determined that the proxy statement given to investors for the 2018 vote “inaccurately described key directors as independent and misleadingly omitted details about the process.”

    McCormick also wrote that Denholm had a “lackadaisical approach to her oversight obligations” and that she “derived the vast majority of her wealth from her compensation as a Tesla director.”

    The ruling in favor of lead plaintiff and Tesla shareholder Richard Tornetta rescinded Musk’s pay package in order to “restore the parties to the position they occupied before the challenged transaction.”


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